Modulation
by probrony
Summary: Twilight's eagerness to be prepared spins the lives of the Mane 6 out of control after a grave mistake yields consequences beyond imagine that forever changes Equestria. As all Tartarus breaks loose and darkness spreads, Equestria falls and relationships are stretched thin. With pressure mounting, it may be time for a harmonic modulation. Full summary inside.
1. Chapter 1 - Catalyst

Summary: Shaken from watching her friends succumb to Discord's tricks and Chrysalis' deception, Twilight Sparkle decides that the Elements of Harmony should be more than ready for the next threat, whatever that threat may be. When her eagerness to be prepared yields a grave mistake of consequences reaching farther than the Elements can imagine, Equestrian society begins to slowly spin out of control as the ponies try their best to hold on to who they are while trying to make sure their tomorrow is one worth waking up to. All Tartarus breaks loose, and it'll take finding the truth of the Elements to fix their transgressions, and their friendships. From the littlest filly to the Heavenly Goddesses themselves, everypony's way of life hinges on a group of mares who may or may not have it all together.

* * *

**— Chapter 1 : Catalyst —**

"Girls, this is serious! Those changelings had clearly defeated us, and if it weren't for my brother and Princess Cadence, Canterlot would look very different today. We could have lost everything back there!"

"Yeah, but we didn't! It's still there, Canterlot was still saved, and everything's just fine! We're still awesome!"

"Even though we got our rumps right handed to us, huh?"

"Hey! I was only taken down because there were too many of them. _I_ was still awesome!"

"But that's what I'm saying. We should make sure that 'too many of them' can never stop us from saving Equestria! As the Elements of Harmony, there's a real chance we may be called upon to save it again, and we owe it to Equestria to be be better prepared next time. I suggest we start on this training schedule—"

"Hey uh, Sugarcube? Ah think it's terrific you're takin' your role in all this so seriously, but it's about to be harvestin' time at Sweet Apple Acres. Maybe after that's taken care of, we could do this trainin' thing."

"And I have to get started on my fall line up. Our dresses for the wedding earned me a few orders, and left me itching to translate my designs into more casual wear."

"And… uh… I need to help some of the weaker animals gather food for winter. I mean… If I don't, they might not have enough, and get hungry, and—"

"And I gotta train for the Wonderbolts!"

"Aren't ya always trainin'?"

"Yeah, but I'm going to try out soon. They're busiest during the summer, but in the winter they do fewer shows and hold tryouts. I figure it's about time they add the Dash to their lineup."

"And I just had a brilliant idea! I need to get ready for back-to-school parties!"

"Ew. Pinkie, seriously, who would like one of those parties?"

"Ugh, girls! This is serious!"

"Dear, we understand," Rarity said as she set her cup down on the table. "Normally we would, but we're just so busy." She glanced around the table at her friends, and everypony's face but Twilight was filled with understanding. "Your concern has considerable merit, but we simply don't have the time right now. You must understand, we have to be secure in our own endeavors before we can 'train' for some disaster that may never happen. I must take care of Sweetie Belle, especially now that our parents are so far away on vacation." She threw a pointed gaze at Applejack. She caught the message.

"And Ah always have Applebloom."

"Besides, Twilight," added Rainbow Dash, almost knocking over her cup, "my training for the 'Bolts will keep me in tip top shape to fight any evil-doer that so happens to think they can mess with the Elements of Harmony — no, with the... the _Mighty Mares of Ponyville!_"

Pinkie Pie burst out laughing, flailing her forelegs. She would've spilled several of their drinks completely, if Rarity hadn't had the reflexes to grab them all with her magic. Mrs. Cake shot a disapproving glance from behind the counter across from the bakery at the loud ruckus. "Who are these Mighty Mares, Dashie? Some superhero group?"

Rainbow Dash sat down, her cheeks hot. "No, it's us, y'know. Because we're unbeatable and pretty amazing. We kick flank!"

"Hehe, so I'm a superhero? How _super_ cool! When did this happen? I think this calls for a Super Party!"

Fluttershy nudged her dessert with a hoof. "I don't think I'd make a good superhero… I only talk to animals."

"Girls!" Twilight gave the table a quick rap with her hoof, grabbing everyone's attention. "We need to be in top form! We are the guardians of Equestria, the Elements of Harmony. Now that the princesses aren't connected to the Elements anymore, _we_ are Equestria's greatest defense. We can't let another creature try to take over. We can't let another monster confuse us. We were useless the last two times we were needed. We can't lose again! We can't have another Discord!"

There was silence around the table. If they had been paying attention, the girls would've noticed everyone else at Sugarcube Corner had grown quiet as well.

Applejack was first to speak. "Shucks Twi', Ah have to say Ah'd prefer it if we let that Discord nonsense rest. Ah know we were out of sorts and it wasn't our faults, but that's still a pretty fresh barrel of sour apples."

"We certainly weren't at our best," Rarity agreed. "We've learned, since then."

"Yeah, I'll never be grumpy again," Pinkie somberly added. Immediately, she perked up. "I may have to set up an anti-grump picnic!"

"And I'll never say those things again. That was just too awful." Fluttershy's face was barely visible behind her hair. She had completely lost her appetite for her cupcake.

Rainbow Dash simply crossed her forelegs and looked away. "I said I was sorry for the whole abandoning you guys for Cloudsdale thing! Discord confused me, you know that! I never would have left if he wasn't being all t-twisty with his words! That wasn't really me."

Twilight had slowly slouched back into her seat, looking at her hooves. "I'm sorry, it's just— our track record hasn't been as perfect as I'd hoped, and..." she gulped, knowing she was losing ground to her friends. It hurt, due to how important she knew this was. "...And it would be insane for us to think we'd change our success rate if we keep all the variables the same."

Sensing the Twilight's somber attitude, Pinkie tried a joke. "Variables? Do they have anything to do with Mareeios?"

"Sweetie, that's just a breakfast cereal, variables are-"

Twilight looked up. "No, they don't. I'm saying we have to get better to expect to be better. We have to put effort into it, and as great as our bestowed powers are, as great as the Elements of Harmony are, relying only on our endgame gambit is not conducive to our responsibility as protectors of this kingdom."

"Ah'm sorry, but like Ah said, now's not a good time. Applebucking and Applebloom-"

"And Sweetie Belle-"

"My animals…"

"Super back-to-school parties!"

"Wonderbolts baby!" Rainbow Dash flew over to Twilight, and reached over and patted her on the back. "I promise, Twilight, we can do your training later. I'll make sure of it."

"Come _on_ girls! If disaster strikes, there won't _be_ any more Wonderbolts, or any of that! There won't be any more parties if we don't-"

"Look, Twi', we have our reasons. You're right, especially when you've gone and put it like that. Ah care about you, and all of you girls, in addition to my family and my farm, and Ah know we could be much better. We never said we won't, only that we can't right now."

Everypony nodded. Twilight stared in disbelief, her eyes jerking from pony to pony. Eventually, she slumped down. _Do they not understand?_ There were no smiles, except for Pinkie Pie, but even Twilight could tell it was only so she didn't feel bad. It wasn't working.

Suddenly, Twilight stood up. "Fine!" She stormed out of Sugarcube Corner leaving her cupcake uneaten, prompting Mrs. Cake to look up from the counter, concerned. There was silence around the table. Fluttershy meeped and finally took a bite of her cupcake to break the tension, and Rainbow Dash simply re-crossed her forelegs and huffed.

Rarity was the first to speak. "Well, we told her we have responsibilities. Even so, I feel we should stop by sometime— soon, to check on her. You know how Twilight gets when she's worked up over something, but she does have a good point", she suggested.

"Ah start applebuckin' tomorrow, so how about this weekend? Ah reckon this isn't as pressing as when she was tardy, so givin' her till the end of the week won't be so bad. We'll go on down to the library this weekend and see what she'll have us do. Ah think we should at least give her that," said Applejack.

Again everypony nodded, but remained quiet. They remembered the changeling Queen and how surely they thought Twilight was wrong. They remembered Discord and how all of their friendships, and the even the state of reality itself, had hung in the balance that day. They remembered what happened the last time Twilight was ensnared in one of her own crises, and the resulting chaos the young mare had managed to cause in one afternoon. Of course all was forgiven and the past was the past, but making the same mistake twice would be reckless, even though they liked to think Twilight would learn from the past.

The group ate the rest of the sweets in silence, with Pinkie Pie eating Twilight's untouched cupcake without challenge. It was getting late in the evening, and by that time they were the last group of patrons in the bakery. Realizing there was nothing left to say, they mutually agreed to head home. After the usual goodbyes, each mare took off, with Pinkie staying to help the Cakes close up shop. Applejack and Rarity split off on their own path to their homes, to retire for the evening. As Fluttershy was walking toward the edge of town, Rainbow Dash hovered in place in front of Sugarcube Corner watching her go.

"H-hey Fluttershy, let me walk you home," Rainbow Dash called.

"Sure Rainbow Dash, thank you." Fluttershy smiled. To anypony else, Rainbow would've came off as bossy, but she knew when her friend was asking to talk. She set out along the dirt path to her cottage, Rainbow silently floating behind her.

"Do ya think Twilight had a point? I mean, we're the Elements of Harmony. If the fight gets too tough, we can just blast the bad guy with our friendship cannon, right? She says we shouldn't rely on our trump card, but it's such a good one." Rainbow made a charade of putting her hooves together to charge some energy, then shooting it at an imaginary foe.

Fluttershy dipped her head. "But… We were helpless to stop the changelings."

Rainbow paused. She wanted to say just how many changelings she had put out of commission, but even she knew it didn't change anything. In the end, it was Shining Armor's shield charged with Cadence's love that saved the day. "Okay, but what about Discord? We totally kicked his flank, Elements and everything! Saved the day— no, saved all of Equestria," Rainbow concluded, looking proud of herself.

Fluttershy stopped walking. "But we almost lost against Discord, too." The yellow pegasus turned to face her friend, and shivered despite the warm night. "Rainbow… We almost came out completely different ponies." She closed her eyes and her thoughts floated back to the animals at the gala.

She had seen something in herself that night, and Discord's return, however brief, had shown her it still was still slithering about inside her. Even later, she almost lost herself again when some bad advice almost cost her her dearest friends, further cementing her fears. Fluttershy was a shy pony, and despite the strides she had made being social with her friends, this was a side of her she never wanted to talk about, or even let enter her mind. This was something she'd have to carry to her grave, with the sole possible exception being Rarity. However, she wasn't even close to being ready to tell the fashionista.

Rainbow landed and blinked a few times, surprised and even a little intimidated by how solemn her old friend had suddenly become. After a few breaths, she waved her hoof. "Whatever, we won though. Why can't she just accept it?"

Fluttershy almost spoke, but instead sat quietly for a moment before turning around and continuing down the road to her cottage. Rainbow Dash stared for a second before catching up, mulling over the "what if's" spawned by Fluttershy's comments. They finished their walk in silence. When they arrived, Fluttershy opened the door and Angel Bunny greeted her with an impatient look and a tapping paw. They said their goodbyes, and Fluttershy closed her door.

As Rainbow flew away to her cloudhouse in the sky, her thoughts tumbled to her frustrated friends and their close shaves. _Maybe the egghead was on to something?_

"Come on…. Come _on_…" grunted Twilight, as sweat ran down her face. She had her eyes shut tight as she concentrated on her assistant. The glow from her horn intensified. Papers with her scribbled notes were flying everywhere and the many books that lay open were galloping madly through their pages.

Spike gulped. "Are you sure you can't just try this on somepony else?" He quickly glanced around, and caught sight of the other resident of the tree house. "Hey, look! Owlowiscious isn't doing anything! He can take my place while I get some gems to eat." Owlowiscious simply hooted in response, and started to fly out an open window. Spike shot him a look and growled.

"Don't act like that again," Spike called out. "You know I'm talking to you!" Another hoot, followed by more growling from Spike.

"Spike! Please. Stay still. Quiet. Concentrating", Twilight forced out. An overglow came over her horn as she tapped deeper and deeper into her magical reserves, bringing a brighter light filled with more complex shades of turquoise with it. Spike cringed a tiny bit as the wind inside the library almost doubled causing a handful of flapping books go airborne. Just as the air around Spike was shimmering, the door slammed open.

Suddenly, Twilight smelled cupcakes and rainbows, and opened her eyes. "Hiya Twilight!" shouted a huge grin with a bundle of curly pink hair.

"Ah!" Twilight shrieked as she jerked back, releasing her magic into the top of her tree trunk. The bolt flew through the roof of her library as if there was nothing there, leaving a gaping, sizzling hole. She lay on her back, panting.

"What are you doing?" Pinkie sang as she bounced around the room. Behind her, Applejack walked in, followed by Rarity, Rainbow Dash, and Fluttershy, who was carrying a basket. Applejack nudged over a seat cushion, and Rarity grabbed two with her magic, setting one down next to Fluttershy. Pinkie continued to bounce about as Fluttershy set the basket down beside her. Rainbow Dash was content as always to hover in orbit above everyone's heads.

"Whoa Twilight, just what were you trying to do to me?" Spiked asked. He trusted Twilight, but that hole looked like it would have quite uncomfortable to say the least, even with his tough hide and dragon scales.

"I'm sorry Spike," Twilight said, as she hastily repaired the hole. She made a mental note to patch it properly later, which added yet another task to the mountain of magical skills she was working on. She started to grab books and papers with her magic to hastily straighten up. "I was only trying my hoof at transfiguration, atom rearranging. I want to be able to do more than mustaches, and when I made those wings for Rarity, it left me exhausted." She picked up a few ink bottles that had tumbled. Thankfully, they had their stoppers plugged up tight, and their contents remained undisturbed. "I guess I lost the spell when I was," Twilight eyed Pinkie, "_surprised_. Sorry for the mess, I've been at this all week. I just have to get all these spells under my hooves before the next unplanned crisis shakes Equestria to it's very core!"

Her friends looked around the room. Books were scattered everywhere but the she parchment covered most writing surfaces. Cringing, they exchanged nervous glances. Maybe they waited too long to stop by, as that kind of talk was definitely reminiscent of the day Twilight was tardy.

Applejack looked Twilight over, and cringed. It definitely was like that crazy day. Twilight was still determined as ever, even almost a whole week later, and it showed. Despite her physical state, she was still sharp. Applejack didn't fare nearly as well after her week straight of applebucking her orchid alone last year. It left her seeing all sorts things.

Twilight's mane was disheveled, her eyes had bags deep enough to fit a barrel of apples. The hair around her horn was slightly singed, probably due to her horn's overuse. They were both headstrong mares, even if one was physical and the other mental. She turned her gaze upward and whistled, eyeing Twilight's handiwork in the roof. "Remind me to never let you give me wings unless we know where Pinkie is. Are you feelin' alright, Twi'?"

Twilight was also becoming aware of how tired she was, and could feel the week of work beginning to set in as she finally let herself relax. She glanced up too, and chuckled nervously, "Eh, I'll fix it later."

Spike gave Pinkie a disparaging look. She took no notice of him, too busy investigating if Twilight had acquired any more useful books under 'E'.

He shook his head. "We've been working on this spell for most of the week. I've missed most of my naps, and today I've be since dawn!Dragons are never supposed to be awake before noon unless it's voluntary! I could totally use a bite to eat, and maybe even a nap afterwards," Spike complained.

Spike had protested waking up so early on a Saturday, but when Twilight was on to something she was stubborn and tenacious, and couldn't let it go. He was especially conflicted, since it turned out the weather ponies had done a great job of giving Ponyville one of its last clear and sunny summer days of the year. He sighed. He understood Twilight's reasoning, but he only felt obliged to help because she was his oldest friend, and he was her number one assistant; otherwise, he'd rather be outside munching on a topaz and relaxing in the shade enjoying the warmth of Celestia's sun.

Twilight, however, rolled her eyes at him. She turned to her new guests. "Anyways, hello girls. What brings you to the library? Especially you Rainbow." She glanced at a calendar near the door to her kitchen. "_Especially_ on a Saturday", Twilight added flatly, her surprise barely hidden.

Rarity stood up. "Well Twilight, we haven't seen you all week, and we decided to give you a nice picnic-"

"Girls, I told you we have to-"

"-OR a nice lunch indoors, your choice. Maybe we eat and you catch your breath, we can take part in this... training you speak of, and maybe after we help you this afternoon we could enjoy the nice weather together. And _relax_," Rarity added. As somepony used to working well into the night on hard deadlines, she could see Twilight was near the edge.

Twilight perked up at the offered assistance, but quickly huffed. "I don't know girls, I just— I don't want to ever be too helpless to help again."

"Geez Twilight, you're the Element of Magic. You don't need to train. You're probably already the strongest unicorn in all of—oomph!" Rainbow Dash felt Applejack give a not-so-gentle ribbing from below, and shot her a look. Rainbow Dash countered with an annoyed gaze and continued, "But anyways, yeah. We're here to help you out, and to get you to unwind a bit. It's such a great day outside."

"Thank you girls. Just, let me clear my table. Spike, go grab some plates and things," instructed Twilight. She reached out and grabbed the last of the books she had been studying and started to set them aside as Spike made his way to the kitchen, still grumbling under his breath. As she lifted them, Rarity eyed a couple of the covers.

"Oh my, Twilight. I know I'm no mage, but some of these books look like heavy subjects. Some of these I don't think I've ever seen before. I know I've at least skimmed through that red one you have. If I recall correctly, it was purely offensive magic, the stuff of ruffians. There were some awful spells in there," she said, a hint of concern in her voice.

Twilight paused. "Where would you come across these?" she asked, hesitantly.

"I saw them here, in your library. I figured I should work on my magic too. I do so from time to time, to expand the number of items I can control at once." To emphasize her point, she snagged the plates from Spike as he entered the room, spun them around everyone's heads and gently placed them around the table. The girls ooed and awed. "Besides, it caught my eye as I passed it on the shelf," Rarity said simply. Spike gently floated unnoticed back into the kitchen for more dishes, in awe of the lovely lady Rarity.

Twilight resumed shelving and put the red book with the rest. As she noticed Spike reenter, she magicked the dishes from Spike as he emerged from the kitchen. Rarity grabbed some as well, being the sole other unicorn. While Rarity could never match Twilight in strength, she possessed quite a bit more finesse and dexterity to her magic thanks to sewing most of her life.

"You're right, Rarity," Twilight began as she set the table. "It's a rare, old book, back from before Nightmare Moon and her Lunar Knights were trying to take over Equestria."

They set a place for all seven of them around her equestrian bust. Fluttershy moved next to Twilight carrying the basket in her mouth, and Twilight enveloped it with her magic to set the spread. They had brought daisy sandwiches (Twilight's favorite), a nice ruby from Rarity's collection for Spike, and sassafras tea. Twilight's stomach chose that opportunity to remind her of the hasty meal she dared call breakfast she and Spike had gulped down that morning, and felt a tiny bit bad for the baby dragon.

"It was originally transcribed only for her followers as a book full of secret weapons," Twilight continued, "but one of Celestia's Solar Guard found a copy and brought it to her, putting her forces on an even playing field. However, since danger is no longer a daily thing in Equestria anymore, it has become more of a collector's item. Almost no one would be want to be caught reading it, due to it's history concerning Nightmare Moon, especially after the banishment, and even more so now that Princess Luna has returned. That aspect of Equestria is far behind us and long forgotten." Twilight noticed Spike had entered the room carrying all the cups and silverware at once, and decided to help him out before he broke something. Spike was more than relieved to see a purple aura form around the dishes and feel them lift from his arms, and was appreciative of the girls being so helpful today.

"This one book in particular is on loan from the Princess Luna's personal collection herself, and I've neglected it all week until recently. It turns out the tome still has some tricks we could use. However, I've already breezed through it. It's mostly simple stuff, and even the powerful spells I learned were just... just concentrated magical energy thrown like a… Like a ball or a frisbee." Twilight finished setting all the cups and plates. She let out a deep breath she didn't know she was holding.

Rarity lowered her last plate and raised an eyebrow, but didn't press the subject anymore. Twilight was the Element of Magic, Celestia's student, and at the very least the most gifted unicorn she'd ever encountered or heard about. If anything, Rarity figured there was nopony else better suited for responsibly studying an ancient book on magic.

They all took their places as she passed out the sandwiches, Rarity filled the cups, and everypony started eating. Rarity looked down at her sandwich, a tad disappointed. She was used to finer snacks and hoof-foods. If she were to have a sandwich, she'd prefer the small ones with the crust cut off. However, they were there for Twilight, so she kept her complaints to herself. She picked up her sandwich between her hooves and took a bite, being mindful to be polite to the non-unicorns in the room. She doubted they would notice, but from time to time she liked to be respectful. _Besides_, she thought, _it is a pretty delicious sandwich. Delightfully simple_.

"So Twilight, what awesome spells have you been working on?" asked Dash, crumbs spilling out her mouth. Out the corner of her eye, she saw Rarity cringe and her mumble something that sounded like 'uncouth'. Dash ignored her.

Twilight washed down a bite with some tea. She float over her checklist, and got started. "Well, as I said earlier, I had already pretty much grasped the concept of most offensive spells, so I'll refine those later. Again, the most powerful ones seem to be mostly throwing your magical weight around and that all comes from sheer magical reserves, which isn't a problem for me. I don't expect to use them too much, actually. They're a little bit reckless in modern Equestria.'

"I'm currently working on defensive transfiguration. I long ago learned how to do small things like top hats and moustaches." Spike looked up from his ruby and grinned. "However, I want to expand that. Remember when I gave Rarity wings? I could only do that once, and it tired me out immediately after. My goal is to increase how often I can do spells like that, and increase the variety. If I can figure it out, I could do other things like give horseshoes extra resistance or create exoskeletons."

Pinkie looked up from her plate with crumbs all over her face. "Oooo, neat?"

Rarity practically fainted, and a whimper escaped her lips. _Exoskeletons?_

"What exactly are exoskele-whatnows?" Applejack had to ask.

"They're what bugs have. Basically, they're the outer shell of an insect. It's like their armor," Fluttershy responded, smiling at her own answer. She took a bite of her sandwich.

"And I bet that's what makes them go crunch," laughed Rainbow Dash. Immediately Fluttershy's smiled flipped and she grimaced. She forced down the bit of sandwich she was eating, and then left the last few bits of her sandwich on her plate untouched.

"Exactly, Fluttershy. Armor. And yes, Rainbow, that's what makes them 'go crunch'. To us, their exoskeletons is fragile and worthless. However, if I could scale it up give one to one of us, we'd be able to shrug off whatever a foe could throw at us. We'd be able to fight without getting tired, or even getting hurt, if I can get a good understanding of the spell."

Applejack tapped her chin for a second. "That's some pretty fancy stuff right there. Ah figure Ah could use a little of that on some of my horseshoes so they'd last a bit longer. Those orchards aren't too kind on 'em."

"Yeah, or give my kicks some extra oomph to make the next changeling I meet see stars!" shouted Rainbow as she floated up from her seat and tossed some punches into the air. Pinkie Pie lit up and moved to pretend to take one of those punches. She fell over, producing a white flag and waving it in mock surrender.

"Not just horseshoes, girls, full suits of armor. And thanks to it being biological and organic, it would weigh less and be more intricate than armor that the Canterlot guards wear. However, I'm not so good with transfiguration," Twilight added, finishing her sandwich. She sipped on some tea. "Ask Spike, and he'll tell you just how little I know about it. But Pinkie's interruption gave me an idea."

Pinkies head poked up from beneath the table and raised an eyebrow. "I did?"

"Yes, you did. If you remember how I got my cutie mark, Rainbow Dash's rainboom gave me an incredible boost in my magical abilities. I was thinking, if you're willing and able," Twilight gave Dash a big smile, "Could you do another one while I try to get this spell under my hoof— er, horn?"

Rainbow Dash immediately lit up. "Alright Twilight!" she said as she did some loops around the room. "Now that's some training I could do, no problem. Why didn't you say so from the get go? Of course I'll help!"

Rarity leaned forward to open her mouth to protest, but was interrupted. "Aw man Dashie, another rainboom! They're sooo pretty," Pinkie swooned.

"Sounds like a good idea to me," commented Applejack.

"Now Twilight, you remember that small, little thing you mentioned where you turned your parents into potted plants and Spike into a full grown dragon. Are you sure it's safe?" Rarity asked. Being a unicorn, even one without great magical strength, she could still sense the potential pitfalls this plan had. She had never experienced a power surge while designing or finding gems, but Rarity could still imagine how dangerous a powerful unicorn such as Twilight with runaway magic could be.

"That was a long time ago, Rarity. Twilight's come a long way since then," Spike defended.

_Who knows, though?_ Rarity considered. Twilight maybe had since learned to handle herself. Spike was right. that was over a decade ago, and before she was taken under Celestia's wing.

"Thanks for the vote of confidence, Spike. You're right Rarity, but Spike is too. I was young, just a filly. I was inexperienced, and I admit had no control. Since then, I've read many books, received much instruction, and attended numerous lectures on magic. I've even had a few lessons from Celestia herself about this very subject. Even when under huge strain, like when I had to cradle that Ursa Minor all the way back to the Everfree forest from town, my magic didn't waver once. I feel one hundred percent confident everything will be alright. I may have trouble with transfiguration on an application level, but mechanically I understand the workings of the spell, through and through. I just need an extra boost, that's all."

As Twilight spoke, Rarity could see her determination. She knew that when Twilight had a solid idea, she wouldn't let go until she truly tested it and mastered it. Besides, she felt Spike was right. None of their other friends protested either.

By that time, everyone had finished snack and tea, and Spike collected the dishware and stepped out to return them to the kitchen. Yawning deeply, he deposited them into the sink.

"Twilight, since your friends are here, is it alright if I take a nap, pleeease?" Spike closed his eyes and crossed in fingers.

From the common room, he heard Twilight's approval. He gleefully took his cue and plopped down in the first empty seat he could find in the kitchen at the table. Going up the steps to his basket was just too far after a weeks worth of Twilight on full blast.

"Thanks Spike, sleep well." Twilight turned to her friends. "Alright then; I need a new volunteer," she declared.

After a beat, Fluttershy was the first to step up. "I'll… I'll go," she offered meekly, but with determination.

More than one pony gasped.

"Wow Fluttershy, that's really brave of you, but you don't really have to," Twilight said, thoroughly impressed. While she wasn't a pushover anymore, Fluttershy was once probably scared of her own shadow, may very well still be. In all fairness, she was probably frightened still by a number of things. Of those, Twilight was positive the idea of rearranging the makeup of the atoms in her skin would be most frightening to her out of all her friends.

"No, I'll do it. I was helpless when we fought the changelings. I don't think I'll ever be as strong as anyone else, but I think if I'm protected, I'll be less scared. Besides, I trust you Twilight," Fluttershy added. _And I still need to become a better pony_, she thought.

She her eyes were stern, but her mouth quivered. Everypony eyes widened. Fluttershy had made leaps in personal progress since they all met her, but this was surprising. Even though her words were brave, she still shook a little from the anticipation.

Rarity, however, stepped forward.

"Fluttershy, that's simply big of you to offer yourself up like that," Rarity cut in. "You sure have come a long way from when we first met you, and I'm so proud of you. However, I must offer my hoof in your place. Twilight's dealing with some potent spells, and even though my specialty is fashion and not magic itself, I think I'll be better suited for transfiguration. Another benefit in being a unicorn is that I'll be more 'in tune' with what Twilight is trying to do. With that I can at least provide a small bit of assistance, if not less resistance."

Fluttershy looked down and let her hair fall over her face, clearly ambivalent to being overruled. She really wanted to help Twilight, but Rarity had a good point. She disliked being so ineffective against both Discord and the changelings, and a part of her was simmering at Rarity. It went away before she took notice. Finally, she said "Alright Rarity, whatever is most useful," she said wistfully.

There was an audible sigh from the other four mares. Applejack walked over and placed a leg around Fluttershy. "Shucks Fluttershy, that was mighty upstanding of you. I'm proud of ya too, too. But if what Rare says is true, don't feel bad. This is all about making us more efficient-like, so if Rarity's better suited then it's alright if she's the one instead."

"Okay," whispered Fluttershy. She tilted her head up and let out a half-hearted smile. She had been more outgoing than ever since a certain minotaur's self-help seminar, but being denied by her friends still stung a little, even if the reason was legitimate. For Fluttershy, every personal victory counted, internal and external.

"I promise Fluttershy, after this day is over, we can hit the spa," Rarity offered. "I'll upgrade our spa treatment today to the premium level, all on me. Besides, I may need a massage after whatever it is Twilight does to me. You wouldn't want to be me, it would ruin your beautiful coat." She knew both of them cherished their private alone time at the spa, and after this Fluttershy would need something to unwind from this social confrontation, no matter how small. Fluttershy looked up, smiled more broadly, and nodded.

Rainbow Dash perked up. "Finally, that's settled! Let's get this show on the road! I'm ready for a sonic rainboom, anypony else?" She puffed her chest out and did a few flips to prep her wings.

Pinkie Pie jumped up. "Wooo! Me-me-meee!" she sang.

With her plans back on schedule, Twilight took charge. She was determined to get this spell right. Her week since the conversation at Sugarcube corner was less than ideal, but with all of her friends back at her side she felt she had a proper bearing again. "Alright, everypony stand back. I'm going to start casting. Rarity, stand in the center of the room. Rainbow Dash, you can head out now and begin. I figure by the time you work up enough speed, I'll be at my magical limit. When you pass over, it should be enough to get this exoskeleton buff to work. If not…" She looked at her friends' pleading faces. "…I guess I can take a break." Everyone cheered.

"A party break?" Pinkie asked, her eyes wide like the plates they just ate off of. "Everypony's been so busy; we haven't partied in for-EV-err! It's been like a whole week, and all I've done is bake and sell cakes and write birthday cards!"

"But Pinkie, isn't that what you always do?" asked Fluttershy flatly.

Twilight sighed, but smiled. She was quite exhausted. "Yes, even a party break. Now I still believe we should be getting prepared for another incident, but… I guess it has been a long week." It was true. She had been having study sessions from dawn until way past midnight. The week was taking its toll on her physical state, but thankfully not her magic. She should be on her last legs, but as long as she felt she could do it Twilight was determined to try. She took her position across from Rarity and looked at everyone. "Thanks for checking on me," she added.

Applejack smiled. "Aw, no problem Sugarcube. Now take care of this so we can enjoy the rest of the day. I bet Winona is back home just itching to play outside."

"Yes! Enough chit chat, let's go!" shouted Rainbow Dash. Like a bolt of magic, she took off for one of the many windows she used as her own personal entrances to the library. Twilight was thankful she elected keep it open just in case of times like these. The ponies could hear her roaring through the sky and fading away.

"Now Twilight, please be careful. I'd rather not get my beautiful mane destroyed. I know I'm going to the spa later, but I recently had it styled," Rarity said.

Twilight couldn't help but chuckle. "Alright Rarity, if I singe it I promise I'll model whenever you want me to for the whole winter."

Rarity smirked. "Including trips to the spa with Fluttershy and me?" she asked pointedly.

"Yes," Twilight chuckled, "I'll do those too."

Rarity nodded, and closed her eyes with a smile. "Deal."

Twilight leaned forward, and began to cast. It didn't take long for her to build back up an overglow over her horn. Scrap paper flew everywhere and books left off the shelf flapped wildly from the gusts. Rarity tried to stand as calmly as she could, but she couldn't help but feel nervous. Her wings turned out alright, but she had the inclination that this was something else. All of her skin would turn into some sort of hard carbon shell. She tried not to imagine how much more painful a spell would be if it messed up what she already had instead of messing up adding a couple new appendages.

"Now Twilight, if you sense anything wrong feel free to let go it go."

"No. Will. Not. Fail." It took every ounce of spare strength for Twilight to utter those few words. The power surging from her horn was giving off incredible amounts of energy, and Twilight was turning that onto itself to drive the spell harder. She was sure she was going to do it this time, she was so sure of it, she could even feel it. She was so close with Spike; she knew this spell was going to work. Once she had gotten it down, casting wouldn't be a huge affair like this was. She just had to do it once. She could feel the energies in the air bending to her will, the spell forming exactly as she had read.

Applejack, Fluttershy, and Pinkie Pie watched in anticipation. Applejack stood on the edge of the room next to a still-yawning Spike (who had been awoken from his short nap), and had to hold onto her hat from the gust picking up from the buildup of energy. Fluttershy stood as close to Applejack as possible, her hair flailing in the wind, and Pinkie Pie kept inching closer and closer to Rarity, munching on some popcorn. She was convinced this was going to be the coolest thing Twilight had ever done. _Well, second to when I used her as a magical turret. Or maybe third to bursting into flames out of anger._

High above them, Rainbow Dash was almost finished achieving the altitude she would need. Vertical sprints were the most tiring of all pegasi, so as she got close she began to round off her trajectory. She deduced she would also need to put some distance between herself and the library as she worked out her angle of attack. As she traveled farther and father away, she decided to reward herself after the boom with a quick flyover of Ponyville and the forest before returning. It really was a beautiful day, and the park was filled with ponies enjoying it. She even spotted Zecora emerging from the forest. Driven by her little treat to herself, and the ever-present prospect of being awesome, she kept on flying.

Eventually, Rainbow Dash felt she had enough room. She could see Ponyville way down below in front her. Before she began her descent, she took a look around. Rainbow Dash didn't usually fly this up, since the only friend she had who could fly was basically afraid of heights.

_Ha, a pegasus afraid of heights._ She laughed; no matter how long she's known that shy pony, that joke never got old to her. _I'll get her up here one day, she'll thank me for it._

She noticed that over Everfree some dark clouds forming. She knew that whichever pony that was stuck with cloud kicking duty was going to have a terrible time breaking up that storm tomorrow. _I guess I could swing by later and see what I can do_, she thought. _Right after I'm done with Twilight. Those rookies would be lost without me._

Rainbow Dash did a few flips and rolls to stretch her wings. After she felt nice and loose, she locked on the library.

"Ok everypony, here we go."

She threw herself into her vertical dive. Gravity dragged her down to the ground, while her wings kept pushing her along, faster and faster. She was dropping straight down over the outskirts of Ponyville. She would have to pull up eventually to achieve her proper angle.

Immediately she could feel exhilaration of flight take a hold of her. As she accelerated, her worries peeled away from her mind and flew behind her from the wind. Twilight's drive, Fluttershy's bravery and Rarity's dramatic intervention all felt like a vivid dream. The argument at Sugarcube corner felt less and less real, and the only thing that mattered was this moment. She couldn't have asked for a better Saturday; helping her friends _and_ performing a sonic rainboom.

The cone of the rainboom was forming around her. While it was an easy, peaceful day in Ponyville, Dash's world was filled with roaring and whistling wind. She saw a perfect cloud in her descent, and did a few rolls to line herself up with it, sacrificing her speed. She may have hurt her flight path, but the refreshing mist and satisfyingly soft yet firm *thump* caused by slamming through the cloud was completely worth it.

As she refocused and realigned herself with her original descent, the cone started to build again. This was the hard part. As the molecules of air passed over her wings, she had to flow through them just right. It was almost an otherworldly experience feeling every little bit of air flow past her tight muscles and outstretched wings. This is what she lived for. Applejack was a strong mare built for brute force, but Rainbow Dash was a mare of speed.

The ground seemed to be desperate to catch her, but she was determined to not let that happen. She grew closer to her mark.

_Eight…_

_Three…_

_One mile…_

_Just a few more seconds…_

Finally, her mark. She pulled up with all her might, and saw the library ahead. She had less than a fraction of a heartbeat to think during this last half mile of her flight. She could feel the cone pushing onto her from all around, and the wall of sound in front of her with her hoof, and she could feel it splintering. Rainbow just had to keep pushing, keep trying. At the last second, thought crossed her mind.

_Hehe, this is gonna be so loud. I bet Pinkie is gonna flip out._

...ssshh_BOOOM!_


	2. Chapter 2 - Convulsion

— Chapter 2 : Convulsion —

Down below, those in the tree house instantly felt the sonic rainboom's vibrations through every part of their bodies. Windows slammed open, and books were shaken from their shelves. This time the few ink bottles that fell, cracked open.

"G-g-g-guys, I'm sh-sh-sh-shaaaaking!" Pinkie said as she vibrated along the floor. Applejack had taken a defensive stance, trying to protect Fluttershy from the falling books. Fluttershy lay at her hooves with her own over her head. Rarity's legs were shaking violently, but she remained in her place by giving herself a little magical nudge here and there.

Spike was knocked off his feet, and promptly was knocked out as a heavy tome landed on his head. Whatever book that was, Spike told himself he was going to send some of its pages to Celestia in spite, right after this true snooze he had been looking forward to.

Twilight's eyes were shut tight, trying to hold on to the spell. Rarity was beginning to doubt this would ever work, when suddenly the room grew dim. Twilight's horn generated another overglow, and her eyes snapped open. They were completely white, and spilling light into the room.

Rarity started mildly perspiring as she watched as all the energy condensed to the tip of Twilight's horn, changing hues to a pure white. Twilight looked like she was running a marathon with how damp her coat was. She dropped to her knees as she struggled to keep the spell going. As the last bit of glow from her horn reached the tip, it separated and floated gently into the air. When Twilight was finally released, she collapsed all the way down, and groggily watched her work. All she could think about was how this spell has to work, and how nice that spa was going to be.

Immediately the air stilled, the shaking stopped, and the room went dead quiet aside from the faint rumbling still echoing from the rainboom. Applejack, Fluttershy, Pinkie and Rarity all watched the ball of white light lazily flow through the air to Rarity.

"Oooo, it's like a dandelion seed!" cooed Pinkie Pie. The small ball of light fluttered through the air. Even as she spoke, the light shuddered, as if the air from her breath was disturbing its flight.

Rarity stood tall as the light approached her. She gulped, however. _I'm ready,_ she thought. _Twilight wouldn't hurt me. Besides, I can detect barely any magic from this thing. I hope she didn't tire herself out for naught._

The ball of light had gone in a large lazy arc, and closed in on Rarity, its flickering light casting long shadows around the darkened room. Rarity gazed into the light, inches from her face. It fluttered, flickered once, and then touched her horn. Rarity felt a small fizzle of energy shoot from her horn to her shoes, and... _nothing else._] She paused. A few moments went by, then ten seconds. She sighed. "Well, that was disappointing."

Of all the ponies watching, Fluttershy looked the most disappointed and hurt. She was a tiny bit frustrated Rarity took her moment of bravery away for nothing, but she knew it was for the best. She took a step towards Rarity. "Gosh, I guess it wasn't so bad after—"

"AH!" Rarity shouted in alarm, almost scaring herself with her own voice. She stumbled, but caught herself.

_**...what is this...?**_

"What's wrong, Rare?" Applejack asked quickly.

It was short, almost to the point where she wasn't sure it was real, but she sure she had felt the worst possible pain. It had been everywhere, inside everything, and even though it had left as quickly as it came it made her skin itch.

"I... I think it was nothing or at least it's gone now. Twilight, what exactly did- Uh... Ah! Aaahh!" She screeched, and fell in a twitching mass. It was coming and going, with more frequency. Fluttershy froze. Applejack returned her hat to her head, her eyes wide. Pinkie stopped eating popcorn, her hoof inches away from her face. She dropped her hoofful. Nopony spoke.

A band of energy shot out, and connected Rarity to Twilight's horn like a bolt of lightning. Then, Rarity screamed again. Applejack flinched from the sound, but Fluttershy sprang into action. She approached Rarity, quickly scanning her body to see what was wrong. Rarity's body began to shake even more violently. Her screams grew louder.

"Help me, Celestia, _please_ someone make it stop!" Fluttershy frantically tried to see a cause. A black mass of goo began to seep from the base of her horn down to her hooves all over Rarity's skin. It slowly crept down her face, leaving her eyes exposed but falling into her mouth. As she still thrashed about, it crept over everything. She was trying to spit it out, and some got on Fluttershy's front legs. She looked down. It looked like dried blood.

As Fluttershy stood over her, Twilight was slowly rising.

"Oh Celestia!" Twilight immediately ran to Rarity. Rarity's convulsions were more even violent now, and she was flopping about, knocking piles of books over. The floor beneath her was full of pockmarks from where her hooves had slammed into it. Flecks of the black mass had flaked off and were getting everywhere, and staining everything. Her screams were accompanied by liquid and dust came that came out every time she made a sound.

_**…is this a gift…?**_

"Fluttershy, can't you tell what's wrong?" Twilight asked frantically.

Fluttershy, whose voice was normally never much higher than a whisper, had to yell with everything she was willing to give to be heard. "I-I don't know! She was fine at first, and there's nothing I can see wrong, and nothing happened but then- No." She turned to Twilight. Her voice became hard as stone. "You caused this. Twilight, you tell me what's-"

CRACK. Fluttershy's and Twilights pupils shrunk as they look each other, then they looked down at Rarity. She was completely covered in black. A thin line ran along her hind leg.

SSHRACK... The exoskeleton sheared apart and erupted, blowing the skeleton and blood onto Twilight and Fluttershy. Fluttershy blinked, and saw that Rarity's rear hoof lay exposed. She gasped as she could see Rarity's muscles still convulsing. Rarity's scream become unlike anything Fluttershy had ever heard in all her life as a veterinarian.

"IT HURTS! IT HURTS! T-T-T-TWILIGHT STOP IT, IT HURTS SO MUCH!"

Fluttershy's heart was pounding against her chest. She felt powerless to help. "Not again," she whispered to herself. Rarity's words almost sounded feral.

Applejack finally snapped out of it and sprang into action. She ran over to Twilight and shoved her down and stared into her eyes. They were misting over. "What in Celestia's name are you doing? Stop it! Stop it right now!" She shouted over Rarity.

"I-I-I don't know what I'm doing! I have no control!" Twilight shut her eyes. Her horn was sputtering madly. "I'm trying to stop it, I am." Tears were leaking. The screaming seemed to get impossibly louder.

Applejack raised a hoof. "Stop it now Twilight or I'm stopping it!"

"I can't… I can't Applejack!" Twilight was sobbing now.

_**…so strong…**_

"TWILIGHT PLEASE! PLEASE PLEASE PLEASE! SOMEPONY! FLUTTERSHY! SWEETIE BELLE!" Rarity was so loud Applejack couldn't hear her. Applejack felt like she was running out of seconds by the heartbeat. She reared back and closed eyes, and struck Twilight on her horn as hard as she could.

Twilight screamed, blinded by pain and tears. She didn't know what hurt more, Applejack's blow to her horn or that she was responsible for all of this.

Applejack glanced over at Fluttershy and Rarity. Fluttershy was now holding Rarity down, but she could see her rear leg slowly disintegrating. As the exoskeleton cracked away, the exposed tissue was falling apart, breaking down to a mix of organic soup that looked like dark blood and splashing all over as if being expelled. Rarity's rear leg was gone and her other hooves had already started to disappear.

Applejack turned back to Twilight again, looked at Rarity, and then left Twilight. Twilight laid there, blood trickling down from the base of her horn. She knew she was able to stand, but she couldn't force herself to. Applejack had struck her down. Applejack. She could no longer see, everything hurt too much.

By the time Applejack walked across the room, everything was drenched. All of Twilight's precious books were unreadable, and the timeless tomes from the Princess were lost. Some were even flying around in the wind. Fluttershy's face was stricken with horror. Everything was so wrong. She had to deal with injured and frightened animals before, but this was beyond her. Her best friend was dying, bur all her training and caring for animals couldn't help her in the slightest.

When her legs were done, the exoskeleton peeled back, revealing her torso. Rarity's screams became choked, and finally some of the noise quieted down. Without legs to thrash, about she merely shook her head back and forth while the spell ate her insides. Rarity's eyes bulged and twisted, swiveling around to look every which way. Her voice finally gave completely as her rib cage was pulled away, exposing her innards. Then they too quickly disintegrated into the liquid. Fluttershy was sick, and Applejack pulled her hat over her eyes. Twilight lay still. Pinkie hadn't moved, despite the blood that had darkened her coat.

There was nothing they could do but watch their friend be eaten alive. Soon, her neck was being consumed, then her jaw. The screams had stopped, and a grave silence fell over the tree house. Fluttershy was still looking down at her friend, wishing with all her might to Luna and Celestia that this was simply a mistake, one of her many nightmares, and that she'd wake up soon like she always does.

Applejack tried to pull Fluttershy away, but she shouted something incomprehensible and bucked her off. She wouldn't leave her friend. As only the top half of her skull remained, Fluttershy kneeled into the puddle of red, trying to get as close to her friend as she possible. Rarity's eyes were wild as what was left of her was still processing the last of the pain. The sound had stopped, but the wind had picked up again around the edges of the room and was still rumbling and accelerating around the tree house. Finally, the spelled claimed one of her eyes. As the spell consumed it, it disintegrated into dust, liquid poured over the last bit of exposed muscle from her snout.

Fluttershy could barely see now, and realized tears had been streaming down her face. She tried to wipe them away.

Twilight tears were being ripped from her face by the wind, and her ears were still ringing. At her last moment, Rarity's single eye rolled around and gazed up into hers from across the room. As the last part of Rarity gazed up at Twilight, her horn shattered. The last bit of Rarity vanished, leaving behind flakes that floated around the room like ash. The wind immediately died, with some of Rarity's mist falling on the exposed pages of the books that were that were laid open by the storm. To Fluttershy, the end of spell brought with it a deafening silence. No pony moved.

Then, another sob emitted from Twilight. Just like that Applejack was broken out of her trance. She stormed back over to Twilight, hefted her up, and pinned her on the wall.

"What was that?" She yelled, her voice conjuring up all the emotion she had coursing through her heart at the moment. Her blood was pounding. "What, in Tartarus, was that, Twilight Sparkle? Where is Rarity?"

"I-I don't kn-"

"What did you do?" Applejack's volume caused Twilight to wince, as if it caused her physical pain.

"I don't know, I don't know! This is all wrong! I… I was only trying to make an exoskeleton."

Applejack's face tightened. "Ah don't care about what you were tryin' to do! Ah have to know!"

"WHERE. IS. RARITY?"

Both Applejack and Twilight froze. Slowly, they turned to Fluttershy.

Fluttershy was shaking. She had never screamed this loud in her life. All the mares in their circle were special to her, and while Rainbow had the most history, Rarity was special. Rarity was her emotional rock. Their time together in the spas always filled her soul with ease when she had no other pony to talk to, which was far too often. Twilight may have brought them together and cracked her shell, but it was Rarity who broke it open.

Applejack paused, broken out of her trance, then put down Twilight and turned around to face Fluttershy. Twilight coughed, and continued to silently cry where she lay.

Applejack started towards Fluttershy and her tone instantly softened. She could sense there was something seriously wrong with her. Her tone was downright venomous, and despite not being the recipient of her rage, it hurt her too. "Whoa there sugarcube, now just calm down a bit. I lost my head, but we can work this out—"

"WHAT DID YOU DO WITH RARITY?" Fluttershy shouted again. She pushed past Applejack and stared at Twilight, nose to nose, wettening Twilight's with the remnants of her friend that had settled on her face. Twilight looked up into her eyes and gasped as she was pulled into a dark void filled with Fluttershy. The library and everypony else started to fall away, leaving her in a world with only her and Fluttershy. Her heart started pounding faster than it had all day. She felt like she had lost control of her own being, and was at the mercy of her captor.

Fluttershy was a mess. Her mane and belly were drenched in red, and the half of her face she left unhidden was splotched as well. It was twisted in a horrible manner, quivering from the turmoil writhing just under her skin. A line ran down under her eye, the only hint she had been weeping only a few minutes ago; the only hint to anypony that anger wasn't her only emotion . She was shaking, she was hurt, and she was rage incarnate.

Applejack tried to calm her, but made no attempts to approach. "Ok, let's just calm down. Look, Ah'm sorry Twi', I lost my head but we have to do something. Fluttershy, please-"

"WHERE IS SHE TWILIGHT? WHERE IS SHE, YOU WITCH?" Applejack was speechless. Twilight flinched like she had been hit again. Fluttershy paused, then shut her eyes and slowly sunk to a knee.

Twilight let go of the breath she was holding, and felt the room zoom back into place. She tried to drink the air to refill her now freezing lungs. Fluttershy was still simmering, but she couldn't stop crying. "Where's my friend? Where's my Rarity?" Her voice was fading. She fell all the way down, back into the ever dispersing puddle that used to be Rarity. Her coat was getting ruined. "Why, why, why, why Rarity?"

Applejack closed the distance and picked up her limp body. She hugged Fluttershy close, shushing her.

Fluttershy had never cried so hard in her life. Her friend was gone, in the worst way imaginable. She opened her eyes and tried to wipe her tears away again. Still feeling moisture on her face, she looked at her hoof quizzically. Finally, she realized she was [i]wearing[/i] Rarity. Her voice had shrunk till it was barely audible. "Where is she? Rarity! Oh, Rarity…"

Fluttershy's sobs brought Twilight back to reality. She quickly stood up and looked around. It looked like way more than one pony had been torn apart. The walls and the ceiling were covered in red splashes, but it didn't compare to the floor or worse, Fluttershy's face. Twilight's eyes widened.

_Oh Celestia, she used her stare on me_. As Twilight took it in, something snapped. _I can't be here. I just… destroyed somepony._ There was literally blood on her hooves. _No, I murdered somepony. I murdered Rarity. I can't fix this. I have to go. I have to __**go**__._ Twilight slowly backed to the door. She had to buy time to do... something, anything she could to make this go away. She had to escape.

Pinkie still sat there, staring at the spot where Rarity's head was. She still hadn't moved an inch, or made a sound.

Applejack looked up, and saw Twilight making for the exit. "Now you hold on there missy, you ain't goin' anywhere till you bring her back."

Twilight didn't stop, and only moved quicker. "B-b-but… I can't. I don't know how. I don't know!"

Applejack stood up, and started cautiously walking towards Twilight. "Now, don't do anything silly. You have to fix this. You just have to. Ah know you can."

Twilight paused. She had reached the door. She looked from Applejack slowly advancing, to Fluttershy still quietly screaming. Her eyes landed on poor Pinkie Pie, still staring that the spot where Rarity had been just a few minutes ago, still frozen in place with a half grin on her face, as if waiting for a punchline. Twilight knew she had to leave; the crime she committed was unspeakable.

_No, I can't stay. How could my friends ever forgive me? Worse, how could Celestia ever forgive me?_ Her mentor would at the very least imprison her for life; at the worst banish her till everypony she knew was long gone before ending her. The longer Twilight played out her options, the more she realized she had none. She no longer had a home, her friends, a family, a teacher, or anything she could call her life. In one mistake, she had destroyed all she had worked for since being sent to Ponyville, since the day she had gotten her cutie mark. She had obliterated her past life in one afternoon, along with one of the best of the few friends she had.

Her mind was already thinking about how to leave. She'd run outside to lure her friends away, teleport upstairs to grab a few things, then start heading away from Ponyville and Canterlot till there was no more land in Equestria to put between her and this spot. _A list, I need a list! I'll need some maps, some money, some—_

Suddenly Rainbow Dash slammed the door opened behind her, and Twilight jumped. "Oh man, I hope it worked. I nearly threw a wing out making the boom that loud! So Rarity, how do you look—?"

Rainbow had only a few moments to see everything covered in red, the white pieces of what she only guess was a horn, and Twilight's pinprick eyes staring at her in panic, waiting for her move. "What the? What is all this? Rainbow took a shaky step into the room. "T-Twilight…? Where's—"

"Grab her Rainbow!" shouted Applejack.

"No!" Twilight shouted. A quick flash and she was outside the library and on the street running for her freedom.

"Go get her Rainbow!" Applejack shouted.

"Applejack, you gotta tell me. Where's Rarity?" Rainbow pleaded. The strange substance was slowly spreading across the floor, and she couldn't ignore the stench.

Applejack put her hooves on Rainbow Dash's shoulders, and looked her square in the eyes. "Ah have to take care of Fluttershy and Pinkie. Make Twilight tell you when you get her, she knows. Go. Get. Her. _Now_."

Applejack's voice sent shivers down Rainbow's back. She took a step back, seeing the mix of disgust and horror in Applejack's eyes. It terrified her. She turned and took off, trying to catch a glimpse of the purple unicorn from a high altitude. She knew that look. She had only seen that look on one other pony once before.

_**...how… useful.**_


	3. Chapter 3 - Desertion

**— Chapter 3 : Desertion —**

Twilight ran through the street, the world a blur around her. She was completely outside her comfort zone, completely outside her ability to think logically. Ponies jumped out of her way, and shouts of concern and annoyance arose behind her as they saw the splotches of blood and grime on her coat. As she fled for what she felt was her life, all she could think was that she needed to get away as fast as possible. Also, she felt like she was was almost out of magic.

Finally, a spark in the darkness. "A train!" she shouted to herself as she ran. Up ahead was Mane Street. She pulled a hard right, throwing a couple of carts off course. Looking down the street, she could see the station in the distance at the other side. Gearing up, she put her all into her hooves.

Rainbow dropped out the sky and tackled Twilight mid-gallop. Immediately all the air was knocked out of her, and her vision became a whirlwind of colors. The two ponies tumbled over and over in the street, sending Twilight way off course.

Just as they were about to roll into building, Rainbow saw Twilight's horn flare, heard a crack, and shortly crashed into a storefront, alone. The pain from smashing through the glass stung, but only sharpened Rainbow's senses. Looking out the freshly broken window, she could see Twilight wheezing and desperately trying to straightening herself and start running down the street again. After a couple of quick apologies, Dash jumped through the window back out onto the street and continued pursuit.

_What is Rainbow doing? Doesn't she know I have to get away_] Twilight was terrified now. All hope of explaining to her friends was gone now that Applejack had let loose Rainbow on her. She felt more alone than her days in Canterlot.

Twilight pumped her legs are hard as she could. She glanced behind, just in time to see blue hooves reaching down to grab her. Another flash, and she jumped ahead. Rainbow Dash rolled where Twilight had just been, caught a hoofful of solid ground, then launched herself back into the air in smooth motion, her momentum unbroken.

"Come on Twilight, stop messing around! Come back with me me! I can help you!" Rainbow Dash was getting frustrated. She knew she was the fastest flyer in Equestria and could beat anypony in a race, but Twilight could teleport anytime whenever she willed it. If this chase continued as it was, losing Twilight was an inevitability.

"Twilight, wait!" Rainbow called. She landed in the street, skidding to a stop.

Twilight slowed and looked over her shoulder. Seeing Dash stopped in the street, she paused and whipped around to face her.

Rainbow Dash cringed. Twilight had looked tired when they stopped by, but now she looked almost feral. Her eyes and her nose had been running unchecked down her face. Her mane was matted, with splotches of red clumping strands together which seemed to originate near her horn. Her coat fared no better, with splotches of sweat all over. Her eyes were as wide as dinner plates, but her irises barely showed. She was shuddering and heaving, clearly fighting the 'flight' part of her fight-or-flight response. Rainbow could see she was losing.

By now, ponies had come out of their shops to get a look at the commotion. The murmuring Dash heard wasn't anything she wanted to hear, and she sincerely hoped Twilight wasn't paying attention.

Rainbow began to slowly approach Twilight. "Look Twilight, I don't know what happened back there, and yeah it looks pretty bad, but we can make it through this."

Twilight shuddered. "No Rainbow Dash," she choked out between breaths, "there's no going back. I can't go back. I have... stained my hooves." She started to cry again. She sat on her haunches. "Dash, I... I murdered her..."

Rainbow Dash's heart stopped. The hairs stood up on the back of her neck. _Murdered?_ Just the sound of that word was so archaic and alien. Searching her memories, Dash couldn't even find a synonym. She was no child; The Daring Doo novels she read always had had the bad guys try to capture the titular hero, and usually ended up with them suffering minor injury by being thrown overboard or caught in a trap, but that was simply fantasy. _No pony ever permanently hurt anypony in real life. Not intentionally. Not ever._ Shaking her head, she took another step.

"I don't know what you mean. Look Twi', just calm down. We can talk this out. I'm sure you have an explanation. We... We can ask Celestia for help."

Rainbow Dash stepped on a landmine. The pain Twilight's heart felt doubled at the mention of her mentor. Nightmare Moon had been banished because she was an immortal alicorn, unable to die. She had to be purged with the Elements of Harmony. Twilight was only a simple unicorn. She shuddered again at the thought of Celestia ever finding out what happened today. She had trespassed to a place nopony should ever tread, a place she was only privy to due to her constant proximity to a living relic all her life.

Twilight wiped her eyes. The tears had never stopped. "I'm so sorry, Rainbow." Twilight flared her horn and, with a crack, disappeared. Rainbow immediately launched herself into the air to see where she could've gone, but she couldn't see any purple pony fleeing the scene. After some time, Rainbow slowly lowered herself to the ground, and began her slow walk back to the tree house, her head hanging low.

Twilight materialized in the train station with heavy shivers, as if she had been doused with ice water. Coughing, she rose from the platform and looked around. She was surrounded by ponies going about their business. She needed to find a train to take her as far away from Canterlot as possible. As she paused to catch her breath and collect her thoughts, she noticed the ponies closest to her had stopped and stared. Looking around, she saw that there was a semi circle of ponies staring at her. Soon, she could hear whispers of people asking "Isn't she that young librarian?" Even worse, "Isn't that Celestia's personal protege?" Remembering herself, Twilight realized she was still covered in red. While the common pony wasn't familiar with the idea of murder, it was only a matter of time until someone realized something was gravely wrong.

Suddenly, there was a scream, and all the ponies who could see her face immediately gasped and shied away. Twilight tried to ignore them, and tried to look over the crowd for someone to disappear to. Spotting a train at rest on the tracks, she teleported to the last car. She found herself in a seemingly empty train car. She started for the nearest compartment to find a suitable hiding place. As she reached for the door handle, she heard a familiar voice behind her.

"Hey Twilight, is that you? Yeah, I remember that cutie mark. I haven't seen you in ages! I thought that was you outside, what's going on?"

Twilight froze. She didn't know what to do. The voice got closer. "I'm headed... to..."

Twilight slowly turned, and she could finally identify the mare that recognized her. She was mint green, with a lyre cutie mark.

The mare speaking had trailed off and froze in place. If she hadn't seen her cutie mark, she would have never believed the face of the red covered purple mare that stared at her was Ponyville's quirky librarian. She caught a whiff of of Twilight and realized exactly what she was covered in.

"Whoa. Twi… Twilight?"

A _crack_, and Twilight was gone.

Lyra stared at where her old friend had been. Eventually, she flung open the compartment door and looked out into the crowd on the platform, looking for any sign of Twilight. All she saw was a bunch of wide-eyed Ponyvillans.

She sat down, and tried to run through her thoughts as to why Twilight could appear for a second covered in what looked like blood, and then leave just as quickly. In all the years she had known of Twilight, nothing would explain what she just saw. _And she had looked so frightened..._

"Er… Sorry about the unfortunate event folks, but it seems all is well. All aboard to Canterlot!" A nervous conductor shouted.

Lyra jumped up, and re-entered the main hallway. She reached out with her horn and lifted her bags. She paused, looking at the spot one more time, then began to make her way back to her compartment. As concerned as she was for Twilight, she had a journey to make.

At the far edge of the town, Twilight materialized, and flopped to the ground to catch her breath. She had stretched the limits of her magic today, yet she still wasn't finished pushing herself. She looked back towards Ponyville. In the distance, she could see Rainbow Dash flying in circles around the town. Twilight seized up, realizing she could still be spotted. She reached deep within herself, dipping into some of the very last of her magical reserves for one final jump.

_Poof._

This time when she materialized, she collapsed. Her magic was spent, and all she wanted to do is rest. She couldn't keep her heart still, even as she lay there. She felt like she still needed to get up, and get away. She couldn't rest yet.

Twilight rolled on her back and looked up, to take in her surroundings. _At least I'm covered_. The thick canopy would protect her from Rainbow's searching eyes. Looking towards Ponyville, she could barely see anything through the trees. Feeling at least a little safe, Twilight let herself close her eyes. She dreamed, and it was most unpleasant.

Applejack felt like she was piecing together a smashed vase, water included. Fluttershy was a wreck, still lying in the pool of blood. Pinkie had moved, but was flipping through the bloodied spell books and talking to herself. She pushed the one she was looking through on the floor as if by accident, then moved to another one. Applejack approached her.

"Pinkie."

Flip, flip, flip.

"Pinkie…."

Flip flip flip.

Applejack laid a hoof on Pinkie's shoulder. "Pinkie Pie."

Flip, flip, rrrip. Pinkie's sticky hoof had caught on a page and pulled it free. She held it up to her face, inspecting it for something.

From where she stood, Applejack could tell she wasn't actually reading the page. She put a foreleg up to Pinkie's and lowered it. She kept her voice even and quiet, but terse. "Pinkie Pie, snap out of it! We need to clean up ourselves and leave. We can't stay here."

Pinkie ice blue eyes glided over to Applejack's, and gave her a thin smiled. "Sorry AJ, we can't go yet. I'm playing hide-and-go-seek with Rarity. She's such a good hider, I can't find her anywhere."

Applejack jumped back at this, her heart dropping to the pit of her stomach. She stared wordlessly as Pinkie calmly put the page down, and started flipping through the book again

Flip. Flip. Flip.

Discouraged, Applejack looked back over at Fluttershy, who had grown silent. In the corner she saw Spike laying on his side, still out cold. Applejack could only hope he missed the worst of it. She needed to take charge and get her friends out of this library.

Applejack heard a click, and looked up to see Rainbow entering a window. "I lost her Applejack, I'm sorry. I chased her down Mane Street. She was teleporting all over the place, and I couldn't catch her, and... eventually I lost track of her." She landed next to her, taking care to keep her hooves out of red pool.

"That's alright, we'll find her later. Now we need to get these three outta here."

Rainbow glanced over at Fluttershy and Pinkie. "What's the plan?"

"They ain't goin', so we'll just have to throw 'em on our backs. Ah'll grab Pinkie Pie and you grab Fluttershy. We'll come back for Spike. We'll wash them off a bit in the bathroom and they should snap out of it. Normally Ah'd wait to let them pull together, but," she gestured around the room with her hoof, "they can't look at this any longer. _Ah_ can't look at this any longer. While they're cleanin', Ah'm goin to find Sweetie Belle and tell her she's staying with me. Ah'll meet y'all back here, and then we'll go from there."

There was a long pause. Rainbow stood there. "Applejack, what _is_ this?"

Applejack looked Rainbow square in the eyes and whispered, "_This_ is Rarity. All this mess is what Twilight done to Rarity."

"W-w-w-what? Stop kidding AJ, that's really terrible," Rainbow chuckled nervously. Applejack was silent. After a second of more looking around, Rainbow's face contorted into a horrible grimace, and she flew to the kitchen making retching sounds. Applejack could hear that Rainbow finally understood what she meant, or at least as much as she understood herself. She lowered her head, and pulled her hat down for a moment of silence. Eventually, she turned to Pinkie Pie.

"Pinkie, you may be a lil' sore at me after this," Applejack sighed, "but Ah promise it's for your own good." Applejack reared up, and tackled Pinkie. Immediately, she screamed.

"Let me go, let me go AJ! She's here, I know it! Let me go, I have to find her!"

Applejack hooked her front legs around hers from the back, and slowly made her way upstairs.

Rainbow Dash wiped her mouth as she walked back in, and watched silence as Applejack dragged Pinkie up the stairs. She turned to Fluttershy, and gulped. She slowly hovered over to her. "Fluttershy, we need to get you cleaned up. We have to leave, and-"

"I'll go, Rainbow Dash." Fluttershy shakily raised her self out of the pool. Her belly had been completely soaked, and liquid dripped onto the floor. She looked down and caught her reflection looking back. She shut her eyes and took a few breaths, before putting one quivering foot towards the stairs. After two more steps, she collapsed.

Rainbow Dash zoomed over to her. "Fluttershy! Are your hurt?"

"N-no, I just… I can't do this myself." Here eyes were shut, but still leaking. "Pl-please, help me."

Rainbow bit her lip, then gingerly embraced Fluttershy from behind the back. A small amount of red smeared on her coat. She could feel Fluttershy's heart still beating quickly, and the sobs that racked her body now shook hers too. This was almost too much for Rainbow; these type of emotions were foreign to Dash, and she wanted it to stay that way.

A few flaps and Rainbow had brought Fluttershy to the second floor. Inside Twilight's room, they could still hear Pinkie crying out.

"Applejack, leave me alone! I have to find her! I swear she's downstairs! Pinkie swear, Pinkie swear!" She thrashed, knocking over anything within reach.

Applejack eyed Rainbow coming up the stairs. "Rainbow, help me with this crazy mare," she called out.

Rainbow gingerly sat Fluttershy down, and slowly approached the pair. Her best friend looked like a complete mess. This was too much for Rainbow Dash. She wanted to fly away, pull several G's and stop thinking about anything.

After some thought, she flew past them into Twilight's bathroom, and found what was she was looking for. She tipped over the waste bin, and filled it with cold water from the sink. She flew over to the pair. As she got ready, Applejack stepped away from Pinkie, who paused, confused, from suddenly being released. Pinkie then got a face full of water. Immediately she stopped struggling.

There was silence again in the library. Pinkie simply sat on her haunches looking at her feet. He mane was drooping, covering her face. Rainbow's stomach lurched; the way Pinkie looked now reminded her of when she found Pinkie sulking the day of her surprise birthday party. That was a side of Pinkie she never wanted to see again.

Applejack was panting. "So… Are you gonna… act right, Pinkie?"

Pinkie didn't look up, her face half hidden by her mane. "I'm sorry, Applejack."

Silence again. Applejack sighed and headed to the bathroom, closing the door behind her.

Rainbow set the bucket down, then walked over to Pinkie, and extended a hoof. Pinkie slowly raised her head, her mane parting and letting a solitary eye stare into Rainbow's. Rainbow shuddered as the ice blue orb pierced her; it felt like only half of her friend was there.

As she lost herself in a gaze, she heard the door open again and Applejack stepped out with a clean coat. Rainbow Dash blinked, confused as to how fast that was. _Wait, how long have I been sitting here?_ After a beat, Pinkie flashed a smile, grabbed Dash's still extended hoof, and helped herself off the floor. She then walked herself to the bathtub, shut the door, and locked it with a click. Dash heard water begin to run.

As the tub began to fill, Pinkie looked at herself in the mirror, and let out a huge gasp. Immediately there was a banging at the door. "You alright in there Pink?"

"Y-yes AJ, I'm fine," Pinkie called back. She turned back to the mirror, and felt ill. She was covered in red from mane to tail. The wake up splash she had received had done little to clear away the blood as it had started to cake, and she could clearly see where it had caked on her face and her mane. She had found Rarity. She chuckled, and immediately was disgusted by herself.

Outside, Rainbow floated over to Fluttershy and picked her up from where she left her. She gingerly sat her on the bed, and landed beside her, making a point to not touch her coat anymore than she had to.

"R-Rainbow Dash, c-could you t-turn me towards the window?" Fluttershy asked.

"Uh, sure thing Fluttershy." Rainbow softly spun her around to the window; she could feel her trembling.

Outside Celestia's sun was just about to begin its descent. The afternoon was just beginning. Rainbow Dash felt dizzy, wondering just how much time had passed. Ponies were out enjoying the sun, a few making their way to the park and others to nice outdoor restaurants. She could see birds flying around outside, tweeting away happily. It felt so surreal looking out and seeing everypony so calm and happy with what had transpired. Rainbow Dash hoped they would cheer Fluttershy up.

"Thank you, Rainbow Dash." Fluttershy released a sigh she was holding as she melted into the bed. She breathed deeply, taking in the view. Outside, it was nice and relaxing. It kept her mind calm, and off of that Luna-forsaken unicorn, Twilight Sparkle.

Applejack turned from listening to the bathroom door. "Alright, y'all two stay here while Ah go get Sweetie Belle." Rainbow Dash could feel Fluttershy tense up beside her. "Ah figure she'll be better off living with me, since Ah have Applebloom and their clubhouse is on my farm. If we're lucky, Applebloom will keep her from askin' too many questions. We have to send word to her parents. Rainbow, you're in charge till I get back from taking her to the farm."

There were no objections. Nopony else would be able to handle Sweetie Belle. Rarity's little sister hadn't crossed either mare's mind. Fluttershy was secretly glad she wouldn't be taking care of her. She would've tried if asked, but she didn't need a daily reminder of today, or of her friend.

"Hold on, just what are you going to tell her, AJ? She'll freak if you tell her what happened," said Rainbow.

Applejack tilted her hat. "Well, what's wrong with the truth? Ah'm not gonna tell her a story."

Fluttershy's face flashed anger, but she was turned away from the arguing mares. No one noticed.

"You can't do that, AJ! It will crush her! This isn't a joke, she's just a filly," Rainbow protested. She knew it wasn't Applejack's nature to be dishonest, even with minor things, but she figured she'd have more tact than that.

Applejack made for the door. She paused when she made it to the frame. "Fine, Ah'll let her parents tell her. In the meantime, Ah'm only going to say Rarity's gone, or something."

"Applejack, I think if you mention she was called to Canterlot, you'll be alright," Fluttershy added quietly.

The mare stood in silence. Eventually, she tilted her hat, and stepped out.

Rainbow Dash sighed. There's no way a young filly would be able to handle what happened today. She wasn't so sure she'd be able to. Then, she cringed.

"Heh, oh yeah, Spike."

Fluttershy remained silent, and the bedroom remained that way for a few minutes.

Dash spoke up. "That poor dragon is going to be so lost without Twilight. We need to find her. Fluttershy, she was _terrified_ when I saw her. I've never seen anypony so scared in my life. She's probably helplessly panicking somewhere thinking that Celestia will throw the sun at her at any second."

Fluttershy grumbled something disdainful about a certain missing unicorn.

"Hey 'Shy, what did you say? You gotta speak up."

A click, and Pinkie stepped out of the bathroom. Rainbow was relieved to have someone else to talk to. "Oh hey, Pinkie Pie. Are you done?"

Pinkie Pie walked to the middle of the room, and simply stared. Rainbow followed her gaze, and found it pierced an empty spot on the wall. Pinkie had dried her hair and it resumed its usual curly shape, but Rainbow's thoughts kept drifting to how it was after she had been doused. Those tight curls pulled straight made her feathers shake.

Fluttershy rose and eased herself off the bed. "Do you need any more help, Fluttershy?" asked Rainbow. Fluttershy walked into the bathroom and shut the door. "Okay… what was that?"

Pinkie Pie took that as a cue and moved to bed, filling the spot where Fluttershy was. Rainbow looked Pinkie over as she sat felt the pony sit down right next to her, but Pinkie was just staring outside. She raised a forehoof and placed it around her friend, and Rainbow Dash chuckled nervously.

After a while, Pinkie asked, "Rarity isn't coming back, is she Dashie?"

This was not a conversation Dash was ready to have, but she tried to put a lid on her emotions and be there for her friend. "No Pinkie Pie, at least not anytime soon. I think she may be gone for a long time."

Pinkie Pie sniffed. A tear rolled down her cheek. "And Twilight?"

Instantly Rainbow Dash felt several tugs in her heart in all directions. She felt like her body had become a compass, but with the arrow spinning in all directions. She had been distracted by the scene downstairs, but instantly she knew what she should be doing, the hardest tug being very clear. She had to find Twilight Sparkle. Rainbow stood up and walked off the bed. Pinkie whipped her head around to see if Rainbow had disappeared, and whimpered.

Rainbow Dash started to pace back and forth. She had let Twilight go instead of tracking her down and letting her know she was there for her. She was out there alone and ashamed and afraid. Rainbow knew her friend would be going completely out of her mind right now, and yet she had given up her chase so easily.

"I'm going to find her, Pinkie. Ugh," Rainbow Dash facehoofed, "I can't believe I left her out there! I'm going to find her, Pinkie and bring her back and we are all going to work this out. I have to go right now." The more Rainbow Dash spoke, the more she was sure.

Pinkie made a small gasp, and was instantly off the bed and at Rainbow's hooves. "But Dashie! You can't leave! W-we need you!"

Rainbow slowly slid her off her leg. "Pinkie, you guys have each other. You'll be alright. Twilight's all alone. She probably thinks that, at any moment, Celestia herself will show up and send her to the moon or something."

"What… What about the weather ponies, huh? You can't leave them without notice!"

"They have enough ponies to cover for me. They'll hate me for it, but I have to go, Pinkie."

"But you have to watch over Tank!"

"Fluttershy can watch over him." She walked to the window.

"But what about my new cupcake recipes?"

"Applejack can taste them." Rainbow Dash unhooked the latch.

"But what about our pranking? No one else is as good as you."

"Do them by yourself, Pinkie!" Dash said curtly.

Pinkie shrank into herself from this.

Rainbow Dash sighed, and collected herself. "Twilight needs me and I'm going to find her and that's that!" She pushed open the window.

Pinkie wracked her mind for a suitable excuse, but found none. The rainbow mare had always been easy going, and she had little responsibilities to tie her to Ponyville. "But Dash…" she pleaded, "_I_ need you. Please, don't go."

That made her pause. Rainbow Dashed closed her eyes. She hated it when emotions got rubbed bare. "Pinkie Pie. I'm going to find Twilight. I'm your friend, but she's our friend too. She needs help, and I'm going to give it to her. I'm not coming back 'till I find her." She jumped to the window sill. She thought about looking back, but took off before she did.

Pinkie pie slumped to the ground.

The bathroom door opened, and Fluttershy stepped out. She had managed to to get most of the blood off, but her coat still had a subtle tint of red in the direct light. She noticed the open window. Her eyes narrowed sharply.

"Did Rainbow Dash leave?" she hissed.

Pinkie whimpered.

"Let's go, Pinkie Pie."

She didn't move.

Fluttershy walked around till she was in Pinkie's line of sight. "I said get up."

Pinkie Pie's eyes widened, and she looked up into Fluttershy's eyes in disbelief. They were uncharacteristically hard. Fluttershy's usually light voice had found an edge, and sounded like two stones being ground together. "Is this... New Fluttershy?"

Fluttershy started laughing, softly. Pinkie's eyes shined, and she started to grin, but Fluttershy cut her laugh short and gave her a hard look. "Get up, and let's go," she said coolly.

Fluttershy turned and walked out of the room. Downstairs, she passed Spike on the way to the door, still unconscious. She stopped to consider her options, but still decided to get him. She kneeled down, and used her wings to slide Spike onto her back. Pinkie looked on from the top of the stairs, her eyes dull..

"I'm going home. Are you coming or not?"

No answer.

"Goodbye, Pinkie Pie."

Pinkie didn't move an inch.

Applejack didn't know where to begin to look for Sweetie Belle. She figured she would be with the other Crusaders, but their crusading could take them anywhere, especially on such nice day over the weekend_ …or what had started as a nice day._

Applejack, accustomed to working outside, could feel that the temperature had dropped some. It wouldn't prevent anyone from enjoying the day, but it was noticeable nonetheless. Eventually she had settled on starting at the clubhouse.

As she had walked, she felt like everypony had eyes on her. She wasn't at fault for what happened to Rarity, but she couldn't help but feel responsible, like she was carrying a huge secret. Every single pair of eyes that passed over her felt like an accusatory glare despite the warmness of any greetings she received. The attention was distracting her from spinning a story to Sweetie Belle, and was serving to only increase the already relentlessly horrific day. As she was deep in thought, a passing mare waved hello and spoke.

"Hello Applejack, lovely day huh?" The mare was a soft cream color, with pink and blue mane in tight curls. Applejack paused for a moment trying to remember, and a glance at the mare's candy cutie mark gave her just what she needed.

"Hey Bon Bon. Sure is."

_Bon Bon._ Applejack had seen her from time to time, and her pseudo-rivalry had Pinkie Pie and the Cakes referring to her occasionally. Indirectly, of course. Applejack knew little of her, other than she worked at a sweet shop and was always seen playing straight-mare to a mint-green pony, who surprisingly wasn't stuck to Bon Bon's hip at the moment. Applejack didn't personally know Bon Bon too well, but could always appreciate a fellow level-headed and hard-working citizen. Unfortunately, she was busy.

"How's the start of apple bucking season? Did you have a good yield this year?" asked Bon Bon innocently.

Applejack had to get away. She was on a mission, and as well meaning a she was, Bon Bon was slowing her down. "It's great." She kept her answers short, hoping Bon Bon would pick up on her rush.

"Did you hear? It sounds like Celestia's star pupil and Ponyville's finest weather pony had a tussle on Mane Street earlier. What was that all about? Aren't they your close friends?"

"I'm sorry, but I have to go, it's an emergency. I'll catch you later." And before Bon Bon could also say anything, Applejack had galloped off. Bon Bon shrugged, and went on her way to the train station.

Looking at Celestia's sun, Applejack noticed it was just starting its descent. "It's still the beginning of the afternoon, and it already feels like today has lasted forever," she remarked to herself. She made her way for Sweet Apple Acres. "Ah guess the girls would still be over near the clubhouse. This is not my cup of cider, but Ah figure Ah'm the best one to deal with this. Rainbow wouldn't be delicate, Pinkie is shaken up, and Fluttershy..."

She stopped in her tracks. Pinkie had seized up, but Fluttershy had been a complete mess. What was strange though, was when she left, she had been serene, almost too much. AJ hated leaving her like that, but she could only hope Rainbow Dash got a hold of the situation. Being generally meek, and due to her attachment to Rarity, Applejack could only imagine what was going on inside Fluttershy's head, as she tried to pick up the pieces. "Shucks, Ah'm trying to pick up the pieces too."

Applejack figured the girls would be at the treehouse, and that's exactly where she found them.

"C'mon girls, Cutie Mark Crusaders high divers wasn't a complete success, but maybe synchronized swimming will do the trick!" Applejack could hear Applebloom trying to rally the troops.

"No offense Applebloom, but I'm cold, and my wings are wet. I just want to bask in the sun. I'd rather try Cutie Mark Crusaders sun tanning company instead."

"Heh, or Cutie Mark Crusaders beach volleyballers," suggested Sweetie Belle.

Scootaloo and Applebloom rolled their eyes. "What beach would we use?" asked Applebloom.

Outside Applejack readied herself. "Ahem, girls? Ah need to have a word with y'all."

"Oh my gosh, I'm sorry Applejack! I promise I'll return the..." Applebloom's sentence trailed off as she read Applejack's face, and realized that the set of tools she had lost earlier was not on her mind.

"You and me are gonna have a little private chat later, but Ah'm here on much more important business. Uh, Sweetie Belle? Step aside with me, would you?" Sweetie Belle's ears perked up in attention. Applejack swallowed hard, then began.

Twilight Sparkle woke up in the dirt. Everything burned, and her forehead felt numb. The air was cool, and as she slowly opened her eyes, she could see that night had fallen over the forest.

She slowly raised herself, and took stock of her situation. Everything was still attached, and she was lucky that she had collapsed at the edge of the forest, where the bigger things inside rarely tread.

She slowly walked out of the tree line, and could see all of Ponyville before her, lit gently with lights. Slowly rising, Luna's moon illuminated the immediate area with a soft glow.

_Luna_, Twilight thought. Twilight's transgression that afternoon was beyond forgiveness. The devastation she would cause her friends would forever darken their hearts, hers included. She could never face them again, for she feared their reaction almost as much as she feared Celestia's.

_Celestia_. Twilight had done her best not to think of her mentor, but now that her heart wasn't beating a mile a minute, thoughts of the Goddess filled her mind. Rainbow Dash had tried to talk her out of running, but she didn't understand. She had never studied pony history. Her friend didn't know the weight of her sin. Twilight wondered if Dash had even figured out what she did to Rarity.

_Rarity_. A flash of skin floating away and a terrible shriek struck Twilight's mind, and suddenly she was sick.

"I don't think I'll ever get that out of my head." She spit the remnants of her sick out her mouth. "I don't deserve to, at least."

As she glanced over at the town. The closest structure to Twilight was was Fluttershy's cottage, and she could tell the lights were on. While still a ways off, Fluttershy owned the closest building to the forest so she could help any wayward animal too timid to to venture all the way into Ponyville. Or, so she said; Twilight believed that before she met Fluttershy, it was also because she was too timid to venture into Ponyville herself, except when necessary.

Twilight sighed. "Well that's good: Fluttershy's home".

She longed to go to her friends, and tell them that she was sorry. They probably believed that was the best course of action, and they should all go to Celestia and ask for forgiveness. Unfortunately, Twilight knew the truth. Celestia would simply do away with her. What was worse, even with all their power, the Princesses couldn't save Rarity after today.

An idea struck her. While her plan to flee Ponyville was uncompromisable, maybe she could write a letter? Yes, one last letter to let her friends in on her reasons. She loved them too much to simply leave them in the dark. She gazed out at the town again. The library looked dark from where she stood.

She took a deep breath, and in a flash, disappeared from the edge of the forest.

The afternoon had fallen away to early evening over Ponyville. The sun had almost finished setting as Applejack stumbled back into the library, exhausted.

"What a day", she practically exhaled as she shut the door the behind. Immediately the smell hit her hard, and she gagged.

After a bout of coughing, she looked up towards the second floor. "Girls," she called out, "sorry it took me so long. Ah had to walk to Rarity's to pack Sweetie's stuff, then we had to get Scootaloo's stuff because of course she had to be included in the 'sleepover', and then Ah had to explain to Big Mac and Granny Smith what went down and y'all know how hard it is for me to keep a secret. Ah thought they'd never leave me alone, and then Derpy came by with some news and... Girls?" The library remained quiet.

She made her way upstairs and opened Twilight's room. Inside, the curtains were still drawn and moonlight poured into the room. The waste bin was sitting on its side in the middle of the room, but no other signs pointed to anypony being there for hours. She walked around and checked a few rooms and down in the kitchen, and found no one.

Her stomach let out a deep growl. She sighed, and popped open Twilight's fridge. Inside she found some apples she had recently given her. "A-Ah'm sure she wouldn't mind."

While she was in town, she felt like everypony had their eyes on her. She wasn't at fault for what happened to Rarity in the slightest, but she couldn't help but feel responsible just from being there. Being there, too, was a problem in itself. By simply knowing what happened, Applejack was now carrying a huge secret, which weighed twice as heavy on her heart as the next pony.

Even worse, her friends were all out of sorts. Two were having some sort of breakdown, and the only one still sane as her wasn't the gentlest soul when it came to touchy materials. One was on the run, and due to her abilities, would be nigh-impossible to find, and that was all because...

_No._ Applejack her eyes stung, and it felt like something was caught in her throat. Immediately she changed her thoughts. She was the rock of the group, she knew that she, out of everypony, would have to keep it together.

She finished her apples, and walked back to the main room. Standing there in the dark, she felt alone. "I guess someone should clean this up..."

The floodgates broke. She fell to her knees, and immediately shut her eyes to fight back the wave of tears she felt. It didn't help help.

"This? _This?_ How dare Ah?" She rolled back and looked at the ceiling. "This is my friend, one of my few, one of my best. Oh Sugarcube, how could she do this to you? How could we have let her do this to you?"

She laid there in the dark, sniffing.

"Rarity, we my have had our scant few differences, but Ah already miss ya. What Ah wouldn't give for another sleepover right now." She laid there in the dark, trying to force herself to stop.

_Poof._

Applejack perked up instantly and opened her eyes to look around. She could have swore she heard something. She slowly rose to her feet, trying to make as little sound as possible.

_There!_ She heard some scratching from upstairs. Slowly, she crept up the stairs. She heard scratching, like quill on parchment. It sounded frantic. As she neared the peak of the stairs, she could see a faint purple glow from underneath Twilight's cracked-open door.

She crept up to the door frame, being extra careful not to make any noise. When she made it, the scratching continued, and she held her breath. _What would I say?_

Seconds turned to minutes as she stood pressed up against the wall, just around the corner from the source of the noise.

Applejack couldn't wait any longer. She dashed around the door and into the room.

Twilight snapped up from her parchment. "Applejack!"

"Twilight, wait! Let's talk! It's—"

_Poof._

All that was left was a fluttering quill and paper, both slowly floating to the ground. Applejack clenched her teeth and stomped her hooves. Letting out a deep breath, she walked over to it as it landed face up on the floor.

_"Dear friends..."_

Applejack's eyes widened as she continued to read.

"How dare they leave us?"

Pinkie Pie sat at Fluttershy's table, head in her hooves. Some time ago Pinkie had slowly started crying, and hadn't stopped. "Which one are you talking about?"

Fluttershy snapped her head to Pinkie. "Both of them!"

Her words were barely louder than normal, but Pinkie could feel Fluttershy losing control behind them. She whimpered. Fluttershy continued to pace.

"How dare they leave us, when we needed them the most?" What had been simmering all day was slowly spilling out of Fluttershy's mouth.

Pinkie Pie slowly gazed around the cottage. None of her animals were in the house save Angel Bunny, who was out in the living room with a still-unconscious Spike. Fluttershy had shooed the critters out as soon as they arrived.

Even though Fluttershy left her in the library, Pinkie Pie eventually followed her home. She had no place to go for the solidarity she was looking for. She had rarely been to Fluttershy's house this late at night, and by herself. Despite being in a room with one of her closest friends, Pinkie Pie felt alone, making her regret this visit. Being at home with the Cakes wouldn't be the same or nearly as comforting; at least, being here was _supposed_ to make her feel better.

"W-who knows? Maybe Applejack got caught up with-"

"Ha ha, Applejack? She couldn't even come back to us. She probably didn't want to deal with two pathetic, broken ponies."

Pinkie Pie stared at Fluttershy, who was still pacing and hadn't missed a beat. Her heart had been hurting already, and Fluttershy was not making it any better.

"How could she leave us sitting in there? In that library? With that SMELL? With Rarity still on the walls?" Fluttershy's voice, originally meek and small, was building in volume.

Pinkie Pie wasn't liking where this was going at all. "Please Fluttershy, we don't know what happened. Today has been... hard. For everyone. Just give her time to explain and I'm sure—"

"— we'll find out just how unimportant we are to her!" Fluttershy never missed a step. Around the corner, Angel peeked into the kitchen to see what was upsetting his mistress.

"I wish Rainbow Dash was here, she'd say something cool and make us feel better."

Fluttershy shot her a look. Pinkie missed it because she was taking a drink from her glass. "Well guess what, she took off! Some 'Element of Loyalty' she is. In a time of need, she simply _dashes_ off and leaves us to pick up the pieces. Ha, ha!"

Pinkie Pie felt her soul grow cold and her world shrink around her. What in the world had gotten into Fluttershy? She was pulling off an incredible hoof-face turn, and Pinkie couldn't figure out a reason why.

She took a bite of her sandwich, and chewed it in silence. Fluttershy continued her march. She gulped her bite down.

"I wish Twilight was here."

The next thing she knew, Pinkie Pie was thrown off her chair, her plate and glass falling with her. With a loud crash, she landed, sprawled out on the floor. When she looked up, she came eye to eye with Flutttershy.

"Don't you EVER say her name again! She's gone! She's as dead to me as Rarity is! She's... she's..."

But she couldn't finish. Pinkie's eyes had glazed over in tears, and they ran almost as quick as blood from a fresh cut down her face. Her mane lay limp on the floor behind her, and she merely stared up, past Fluttershy, as if she wasn't even there.

Fluttershy wanted to continue, to tell Pinkie Pie how exactly she felt, the deep, deep hurt coursing through her. Instead, all she saw was a broken doll. She looked up and saw Angel's horrified face. She shut her eyes, and flew up the stairs and straight to her room, shutting the door. Immediately she began to scream. She started smashing her room apart, knocking over pictures and her lamp, instantly darkening the room. Fluttershy jumped in her bed, and tried her best to rip her pillows apart. When that failed, she simply fell into them, and sobbed.

Angel had rushed up behind her, and on the other side of the door he could hear everything. His ears drooped as he heard his mistress' temper tantrum finally subside into pure heartache.

"Why?" Fluttershy screamed. "Why her? Why not me? Oh Rarirty, what have we done? I should've been the one! Rarity!"

Slowly her screams turned incomprehensible. Downstairs, Pinkie Pie slowly curled herself into a ball, her mane spread out straight all around her, her eyes as empty as her mind.

_...Poof._

Twilight popped into being at the edge of the forest, and ran for several seconds before she relaxing. She had calculated right and her magic had held out, but she was still exhausted from the two cross-town jumps. Leaning on a tree, she caught her breath.

Unable to finish her letter, she hoped what she written was enough. There would still be some unanswered questions, but at least they'd know what she planned to do. She composed herself, and looked deep into the dark forest. Lighting her horn, she took her first step in her plan: leave Ponyville behind forever.

She looked back behind her, and through the trees she could make out Fluttershy's Cottage. She stared at it for some time, soaking in the last of chapter in her life. She had a while to go before she'd make it to the other side. After a deep sigh, Twilight Sparkle turned and walked deeper into the Everfree forest.

High above, Rainbow Dash was on her way to Canterlot.


	4. Chapter 4 - Arrival

— Chapter 4 : Arrival —

"Twilight!" Her eyes snapped open. "Bon Bon..." As the images of a terrified Bon Bon and a red-faced Twilight began to fade rapidly, she shuddered. "What a horrible dream."

As she slumbered, she had dreamt of a red-faced Twilight standing over Bon Bon. She watched helplessly as the mare begged to be left alone, all the while some unseen figure kept laughing in a deep tone. It wasn't long before it had faded away to only a picture in her mind. She tried her best to remember what else happened in the dream, but all could recall now were faces. Even those were fading. "How unfortunate."

Her hoof fumbled in the dark, and she flipped a switch. The compartment instantly lit up, but she was more interested in outside.

She could tell it was night; all she could see was her reflection looking back at her through the darkness. Her pale, greyish mint mane was more tussled than usual, to the point where it hid her horn. A quick hoof-through, and it was back to its usual messy-but-neat style. Her aquamarine-green coat wasn't groomed how she liked it, but it would have to do for the time being.

The compartment was a small one, but being the lone occupant allowed her to have all her belongings laid out on the seat across from her. They wasn't much; all she had was her saddlebags and an instrument case. The bags didn't carry much, just her bits, and a few articles of clothing so she wouldn't feel completely naked in Canterlotian society. The instrument case, however, contained her pride and joy: her lyre. She looked at it fondly. In actuality, she probably could have brought only that. It was her favorite object in all of Equestria. It was even her cutie mark.

After a while, she turned back to the window. She tried to look past her reflection, cupping her hooves against the glass, but it was too hard to see anything. Reaching over, she flicked the lights back off and took another look. The dark world was speeding past the train as it clacked down the track. While the trip between Ponyville and Canterlot was over half a day, there wasn't much of anything between it. Occasionally she'd spot a couple lights in the distance, and she wondered if they were hermit huts or stage wagons stopped for the night. She secretly hoped the latter, as she loved that feeling of freedom. That feeling was why she left Canterlot, why she particularly picked Ponyville, and why her heart sank as she neared the capital.

After a few minutes sitting in the dark, her mind started drifting back to that dream. She shuddered; it was time to find something to do.

The compartment door slid easily enough, and the unicorn stepped out into the car. The car's walkway was predictably empty for the time of night. Electing to head for the dining car, she headed left, towards the front of the train. As she walked, she tried to sneak glances into the compartments she passed, but almost all of them were dark and those with the lights on, had their blinds shut.

As she made her way, she feared she was going to be the only one awake in the car. Just as she was feeling nervously alone, she opened the door to the dining car door. Looking around, she spotted a particular cherry-colored pony sitting by her lonesome.

"Bwah? Ms. Cheerilee?"

The pony was sitting at a table in the corner. She looked up and, despite the pen in her mouth, gave a smile worthy of her namesake.

Lyra quickly trotted over to the school teacher. "Wow, I'm surprised to see you here, especially since school's started," she said. She eyed the table; it was covered in a few papers, an inkwell, and a single candle. "Wait, you already have papers to grade and you're making a trip to Canterlot?"

Cheerilee set the pen back in the inkwell. "Hello Lyra Heartstrings, funny meeting you here. Fortunately, school actually starts after next week. These are merely lesson plans."

"Oh." Lyra nudged out the chair facing Cheerilee. "Getting a head start, I see."

"Ha, actually I'm behind the curve," Cheerilee said bashfully. "How unbecoming of a teacher. I'll finish in time, however.

Lyra sat down heavily, getting comfy. "Heh, that's understandable. It's been so nice out, I bet even you can't resist these nice summer days we've been having. Well, what's taking you to Canterlot?

"As for Canterlot, a week ago I went to Twilight's library to pick up some books I'd like to do a lesson on. I've noticed some bully-esque behavior from my students last year, and this year I wanted to start with a lesson focused on improving the relationships between my students. Imagine my surprise when she didn't have any books on the subject!"

Lyra grinned. "Oh, knowing Twilight, it would never cross her mind to have _those_ kinds of books on hand."

Cheerilee stifled a chuckle. "She didn't have anything I needed. However, she offered to make an order to Canterlot's library. Twilight said that while she has Spike to send personal correspondence, she still has to play by the rules when she checks out from the Canterlot Library, or at least she chooses to."

Cheerilee paused to wonder how much of what that eccentric mare does is from following rules, and how much is from some crazy form of personal control issues. After a beat, she waved her hoof. "Anyways, she told me she'd have to send an official letter of request and wait for a response, but seeing as I had this free weekend open I decided to simply hand deliver the letter and pick the books out in person. Maybe I'll enjoy the capital while I have time to."

Lyra nodded in approval. "I like your thinking, it sounds like a plan. How long are you going to stay?"

"Almost the whole week. It'll be Sunday when we arrive, right? I should be back in my home Thursday evening."

"That sounds great. Hopefully I'll run into you," Lyra said.

"Yeah, hopefully. What are you heading to Canterlot for, and where's your friend, the candy maker—"

"Canterlot, yeah," Lyra quickly interrupted. "I have to go take care of some business."

"Ah," Cheerilee paused, and looked at Lyra who was practically fidgeting. Slowly, she asked, "...How long will you be staying?"

Lyra let out a quiet sigh of relief. "Oh, 'till I finish what I start. I can't say. Hopefully shorter than longer."

"Hmm," was all Cheerilee had to add to that.

"Sorry for the curt responses. I know it's not fair that you told me why and I'm not, but I'm going to Canterlot for business, not pleasure, and it's the kind of business I dislike." As quickly as she sat, Lyra rose. "Hey, I'll see you around, alright? I'm tired; I'm going to go back to my compartment and catch a few more winks. I have a long day ahead of me tomorrow."

Cheerilee raised an eyebrow, but didn't press the issue. She was used to her students skimping out on personal issues with her, and while Lyra was an independent pony, she was still a young mare. "Alright Ms. Heartstrings, goodnight. I hope I'll see you around."

Opening the door, Lyra said back, "Sorry I have to go all suddenly, but I'll seeya in Canterlot!"

Lyra made her exit, leaving Cheerilee to wonder. _What in the hay was up with that pony..._ Cheerilee looked down to her work and sighed. _...and how much longer till I get to catch winks too?_

It was a combination of the change in altitude and the strobe of Celestia's sun that woke Lyra. She only had to feel it on her face twice to know they were making the ascent up Canterlot's mountain base and passing in and out of the tunnels that lined the slopes.

Looking out, she could see all of Equestria in between the periods of darkness as the train spiraled up the mountain. As the train rose, she could see Ponyville, followed by Everfree, the Rambling Rock Ridge, and Foal Mountain, all probably a day's worth of travel by train. Getting around the north side of the mountain, there were no landmarks, just land as far as Lyra's eyes could see. She knew Neighagra Falls was out there, and that Cloudsdale was floating around to the northwest somewhere. Lyra relished the sights; the ascension was the best part of the whole ride. Her ears were starting to pop.

As the train neared the top, it approached a split in the rails. While the right one continued up into the city, the train went left and entered a tunnel as it neared its destination; the underbelly of Canterlot. Canterlot had always been a relic of the past, being in existence for a little over a thousand years. When modern inventions called for improvements on infrastructure, it was almost impossible to expand on a city that simply had no room to grow in land area. Ponies either built up or down, and some brilliant minds decided that, in order to keep up with the times, most trains were to arrive under the city. There was one small station above ground, usually reserved for special guests to the palace or smaller trains. All heavy traffic went below.

Once inside the tunnel, Lyra sat in the dark as she watched the lights pass her window. Her expression changed from the wonder she always had while ascending the mountain, to a sullen one. She sighed. She was really back in Canterlot again. She thought it would be years before she made this trip. _Funny how life turns out._

The lights passed more and more infrequently, until at long last, the walls opened up and revealed the underground station. "Ha, underground at thousands of feet above sea level," Lyra chuckled. The train made one final lurch, and she had arrived.

Central Equestrain Station, more informally known as the the Great Stable, was as grand as it always had been. Most of Equestria's stations were either open-air or huge complexes. Canterlot engineers, not wanting to be shown up, had given the subterranean station the exact same feel. Everything was huge. More than a few trains could fit inside the station with room to spare, and the ceilings were impossibly tall, leaving Lyra to wonder if they were enchanted. Pegasi used the ample room to fly through the air, delivering messages amongst the trains and the ticket booths to keep everyone on their tight schedules. Most of the business in the underground were entire buildings, some with even a second story. They were laid on about a dozen moderately-sized streets that surrounded the main platforms.

Tossing on her saddlebags and securing her instrument case to her back, Lyra stepped out of her compartment and into the main passageway. She saw a few familiar faces from Ponyville as they filed out the railcar, but most of the occupants were ponies from Appleloosa and Las Pegasus who had been riding much longer than she had. Everyone was groggy and shuffling, unaccustomed to such long journeys via trains. The ride had left Lyra's energy unaffected, being used to traveling. Slowly, she got in the line of the slow march to the doors.

As soon as Lyra stepped off the train and onto the platform, she was greeted with a wave of nostalgia. She had arrived on the exact same platform she had used when she had snuck away from her old life. The smells from the vendors filled her nose with hayfries and fresh salads, and the roar of ponies filled her ears with a pleasant hum. Despite how old her memories were, she still could remember when she and her parents used to go on vacations.

However, as spectacular as it was, it was nothing new. Soon, Lyra found herself on her way, heading to the grand staircase to the second overlooking tier of the station. Reaching the stairs, she took them two at a time to reach the top, just like she did when she was a filly. She made her way to a balcony overlooking the loading and unloading section, and paused to pony watch for a bit. Tons of ponies were filing in and out, waiting for luggage with screaming foals tugging at their tails. She was so glad she could pack light for this journey, as even though the Stable was the largest station in all of Equestria, it was only a little bit more efficient than the next, and that wasn't very much.

After soaking in the sights a little more, Lyra headed for the exit. Lots of ponies were milling about here waiting for their carriages, loved ones, or their next train on their journey. Some were rummaging through the gift shops, and a few with plenty of time to spare were eating on the second story balcony of a restaurant she passed. She rounded a corner, and at the end of the road lay the final set of stairs, just as she remembered. Swimming to through the ponies coming and going, she ascended the steps.

Stepping through the gates, she was blinded by the sun. As her vision adjusted, she found that Canterlot was just as grand as she remembered. The entrance to the station lead her into Caelum Square in the business district. She looked around, and took in the sights.

Many shops lined each and every side of the street. Some of the best earth pony architecture in all of land resided in the business district of Canterlot, and it was evident on the face of each building. Everything looked sturdy. Lyra smiled; the style reminded her of her Ponyville. The buildings there was timber-framed, but here the frames existed as a complement to the stone that most of the businesses were constructed of.

Reveling in the nostalgia, Lyra looked up and gasped. There was a beautiful bold rainbow directly overhead, with peculiarly vivid colors. It arced from the east, and passed directly over Canterlot castle. For a second, it made her forget why she was back in Canterlot, and the strange dream she had. Lyra was convinced it a sign of good luck, inwardly smiled, and continued her journey. _Maybe returning home wouldn't be _so_ bad._

Ponies were bustling everywhere, or at least what felt like everywhere. Lyra's short time in Ponyville had gotten her used to a thinner crowd. However, everywhere she looked, her vision was filled with ponies of all colors going about their day, trying to make bits to feed their families or pursue their dreams. Glancing at a clock that was displayed on a nearby bank, she noted that it was shortly after noon. She realized she was in the middle of a lunch rush in the busiest district in Canterlot. She was bumped into plenty of times, but just like the other locals, she didn't mind at all. Again, that warm feeling of the past came back.

Her destination was in the residential district on the east side of town, so she made her way to the nearest carriage stop and raised a hoof to flag one down. After a time, one rolled up.

"Where are you heading little lady?" asked the cheerful driver. Lyra peaked inside. The cabbie looked friendly enough, and (thankfully) the cab clean enough. His cutie mark was, what Lyra guessed, a road.

"I'm looking to go to the residential district. My address is—" Lyra paused. Looking through the window across the street, she saw a post office. Her jaw tightened. "Hey, sorry about this. I have something I need to do. If you could wait for me, I'd appreciate it, but I'll understand if you don't. Thanks anyway," she added with a pleasant smile.

Closing the door on the confused cabbie's face, she made her way across the street. As she walked, sighed and dreaded what she was about to do. She glanced up to look for her good sign. Strangely, it was already gone. Lyra kept walking.

Stepping inside, Lyra almost immediately regretted the decision. The patron part of the post office was nice, with a stamp and envelope dispenser near the counter, a couple of tables with various forms, and a not-so-long line to the counter. As she approached the envelope dispenser however, she got a look at behind the counter.

Pandemonium.

Several shouting post masters and delivery ponies were in a mess of papers strewn about, spilt coffee, and scattered packages. Lyra couldn't believe what she was seeing, till she saw the source of the cacophony. She had to do her best to stifle a laugh, for behind the encounter, was Ponyville's sort-of-dependable but ever-cheerful mailpony Derpy Hooves, looking stressed as ever and apologizing to any and everypony that wasn't busy trying to clean up behind her. The mess then became completely understandable.

Chuckling, she fished out a couple bits from her saddlebags and nabbed an envelope, a stamp, and some parchment, and walked over to an empty counter space away from the commotion. If she could get her letter in before Derpy left, she was sure it would reach its destination in a timely fashion, if wrinkled.

She looked at the blank parchment for some time. Lyra did not want to write this letter. A special somepony had let her down, and just the memory soured her thoughts. She disliked feeling this way, with personal issues resting on her shoulders. She yearned to be carefree. It was why she had found herself in Ponyville in the first place.

Lyra exhaled, and began writing. She decided to be the bigger mare. She scribbled a quick message, and shoved it in the envelope. She wrote 'Sweetie Drops Confectionery, Ponyville' on the front, and slipped it into the box. Feeling slightly better and proud of herself, she turned to the door. She almost made it, till someone called out to her.

"Excuse me, miss? Is that an instrument case over your shoulder?" asked a smooth, sophisticated voice. "Particularly, a lyre?" Lyra turned around and saw that the earth pony from the front of the counter looking back at her. Her coat was dark grey, her hair black. Her cutie mark was a violet treble clef, matching her eyes.

Lyra grinned. "You betcha. It's quite the beautiful instrument."

The pony smiled, and turned back to the counter. She removed a package from her saddlebags along with a few bits, and slid them on the counter, then turned back to Lyra. Walking up to Lyra, she continued.

"Indeed, it is," she continued in a strong It's quite musically versatile in accompaniments, or playing melody. It may not be as versatile as a harp, but it plays well and isn't as cumbersome. It's a challenging instrument to sound competent with."

"Well, I'm one of the most competent players you'll probably meet. I've been playing for over a decade. I even got a few compliments from some old greats. Once, Gentle Chimes himself paid me a compliment."

The pony cocked an eyebrow. "Hmm, it's odd. I don't think I know you".

Lyra continued to smile, but blinked twice. "Well, I'd think it pretty odd if you did, seeing as we've never met. I'm Lyra, by the way."

"Yes, but I should know you," the pony insisted. She walked around Lyra, looking her up and down. "Peculiar. Are you, by chance, new here?"

"Well, yes and no. Short answer: no. I know my way around town." Lyra's smiled dipped a tiny bit. _Who is this pony, and what's that accent?_

The earth pony took a step towards the door. "Hmm. Lyra, where are you headed? I'm headed to the art district. Would you care to join me?"

If it was another destination, Lyra would've said no. However, the art district was on the way to the residential district, and this pony seemed to know a thing or two about appreciating music. Plus, despite it magically disappearing, she still took the rainbow as a good omen. "Y'know, I wouldn't mind in the slightest."

The two ponies stepped out the door, and made their way across the street. As they approached the carriage stop, Lyra noticed the cabbie she waved down was still parked. She walked over.

"Hello sir, were you waiting for little ol' me?" Lyra said playfully.

"Oh no, no no no, I'm merely was on my brunch break," he said mischievously. "Go ahead and hop in, I'm done."

Lyra hoofed the door and stood aside. "After you miss...?"

The pony walked past into the carriage. After taking a seat, she looked Lyra in her eyes. "Miss Octavia, if you please."

Octavia sat across from Lyra, lounging on her seat. "What a humorous tale. The Equestrian countryside sure does sound... adventurous, to say the least. However, I'd like to know you're musical history, Lyra. If you don't mind."

Lyra much preferred talking about Ponyville, but decided to oblige. "Certainly. I've been interested in music since I was a filly. I was lucky enough to go to several orchestra performances. To keep this short, they were awesome! Performance pieces included Maurice Stable, Colt Debussy, and Igor Trotvinsky. Y'know, all the contemporary big wigs. Eventually, I became interested in making my own sound. My parents bought me a tiny flute to keep me occupied. It didn't. I could not for the life of me make the sound I wanted to come out of it. It was the beginning of a long line of instruments that didn't feel just right. All the usual stuff, you know? The instruments got less and less traditional for 'little fillies' until they finally gave me this." Lyra glanced over and patted her case.

"I've always wondered if I was destined to play the lyre because of my name, or if it was just happenstance. Hmm... Anyways, I immediately fell in love. It sounded heavenly; exactly what I had in mind the whole time. Not only did my playing sound great to me, it sounded great enough for my parents. Great enough, for them to attempt to enroll me in Celestia's School for Gifted Unicorn's music program. It didn't take long for the judges to decide I was more than a great fit for the program. Full ride."

Octavia's eyes were wide open as she cut in. "How marvelous!"

Lyra blushed. "Yeah, I guess. The rest is mostly history. I spent years growing up and being immersed in music. I got to meet a hoofful of prestigious musicians, I wrote a decent amount of pieces I still play today, and when I graduated I was even offered a job at the Canterlot Philharmonic Orchestra."

Octavia's eye's narrowed. "What? The CPO? I don't believe it. I've never seen you, I've never heard of you, yet you were good enough to get an offer from the CPO? And why in the world did you not take it?"

Lyra stared Octavia in her eyes, and then reached for her saddlebags. She scooped out her lyre case, and unlocked it. Upon opening it, Octavia saw a weathered instrument, one that was once extremely beautiful but had suffered damage not from misuse, but from love. Lyra picked it up with her hooves. She sat up, in the position she got made fun of by Bon Bon and all her other friends in Ponyville, and looked at Octavia in silence.

Then, with a grin, she started to play.

Slowly, Octavia's jaw dropped. The first couple of notes sounded like Lyra was trying to tune, but slowly a mood built up around it. The single whole notes became accentuated with just the right lead lines that faded in and out. The piece was slow but not a grave, just slow enough to entrap the mind of anyone fortunate enough to be within listening distance. Octavia's ears were eating it up.

Lyra's face was solemn, and her eyes were closed in concentration. Eventually the piece shifted. The mood it was creating started to take on a more traditional style, and a consistent melody eked out of the lyre, with accompanying two note chords. By then, Lyra had hit her rhythm, adding triplet flourishes and unique chord voicings, her hoofs dancing around the instrument. By then, Octavia was in a trance.

Lyra a theme and variation. The she kept the theme relatively simple, sticking to the palate of sounds she had established. With the variation, she stripped the chords to bass notes and added a counter melody. It sounded as if two souls were dancing. It was beyond beautiful. Octavia started to blush, embarrassed for ever questing this mysterious pony's abilities.

Instantly Lyra changed gears. All of the sudden the piece became wild. Notes were coming faster than Octavia thought possible for that kind of instrument. More importantly however, were what pitches actually were. What the notes were saying. At first, it was heavy and melodic, but now it was frantic and strong and searching. To an untrained ear the sound would've tread a little too close to noise for their liking, but Octavia's ears, immersed in music longer than Lyra had been alive, lapped it up hungrily.

As the piece came to a close, Octavia's spirit slowly floated down from where it had been elevated. She found her breath was quick, and she felt like she had had ice water dumped on her then pushed into a furnace. She felt as alive as when she listened to her favorite composers, and she _felt_ it, even if she wasn't sure what it was.

Finally done, Lyra looked up with a steel gaze, catching Octavia's eyes. After a beat, she broke a smile.

"Ms. Heartstrings! That was... marvelous! That was stupendous! That was, if I may, awesome! I apologize I ever doubted you, and—" Octavia's eyes widened as she realized. Lyra was sitting up with the lyre still in her hooves. Her hooves! "You... you played... without magic?"

"Yeah. My professors were quite cross with me about that. I was at a school for 'gifted unicorns', y'know, but I insisted I played with my hooves. They eventually they let me be, but the disapproving stares never stopped. It feels good, y'know? To feel it in your hooves. Too actually feel what you're playing." Lyra ran a hoof down her old, weathered friend.

Octavia's eyes shined. They sat in silence for a while. Eventually, she said quietly, "Thank you."

"Oh, no problem. I wrote that when I-"

"No, Lyra. It's not just your music. It's how you play." Octavia stroked her mane. "Obviously, I play with only my hooves too, and it's been so... hard..." She paused. Being open with others is not something Octavia liked to do. She lowered her voice. "It's been so hard. To learn how to play my favorite instruments with hooves. I heard the sounds, I heard them in my heart but the struggle to make them real was immense. Even when I was finally capable, to get people to even take me seriously in this city was a trouble of itself. To not get laughed off before given a chance."

Octavia turned to face the window. "Of course, that was a long time ago. Lately I've finally reached my dreams, but I remember years ago fighting tooth and nail for every note I was allowed to make on stage. Most people, even my colleagues, don't remember what I had to do to get where I am today. I am the only notable earth pony cellist in the city, Lyra."

Lyra sat in silence. She was well aware of how Canterlot operated. She knew the stigmas that still pervaded behind Canterlot's pretty face. Of course, it wasn't out of malice, but it didn't mean that it didn't hurt, and it occasionally closed some doors prematurely.

"I feel conflicted, but good, though. Here you are, a young unicorn mare mastering an instrument so thoroughly, a feat I take after my own heart. And, you chose to play the way I have to." Octavia looked back at Lyra and smiled sheepishly. "I want to feel at least a little sour, as if you were showing off, but I know that's not the case."

Lyra gave her usual grin. "Definitely. On top of it all, I can barely play with my magic. Can you believe that?" She let out a small chuckle.

Luckily, Octavia joined her. As their laughter died down, they sat in silence a bit. Then, Octavia perked up.

"Uh, sir? Why are we stopped?" Octavia asked the cabbie.

"OH! Oh, sorry miss. I was just, ah..." The cabbie looked around. He had parked on the side of the street. "I guess I forgot myself, miss."

Lyra laughed again. "It's quite alright good fellow! A well laid tune can entrap any poor soul within earshot. I take it as a compliment; I thank ye," she said in a goofy voice.

"I'll just, uh, keep goin' then." The carriage started to ease back into traffic, and continue to the art district.

The carriage pulled up in front of a lavish apartment. It was gated, with a cast iron fence around it. It even had a mini park, where several foals were playing under the watchful eyes of their parents.

"Here I am," said Octavia. She gathered her saddlebag and tossed it on her back, and stepped down from the carriage onto the cobbled street. Quickly, she turned around, holding the door open. "Lyra, today have been... special. I want to properly thank you again for what you did."

Lyra blushed again. "It was nothing, Miss Octavia."

Octavia let out a coy smirk. "Simply 'Octavia' will suffice. I would love to spend some time with you to speak about music further, especially while I'm in the company of my cello. Would you care to meet tomorrow after my rehearsal?"

"Sure thing," Lyra replied. "Tell me where and when."

Octavia fished out some bits and paid the cabbie. Turning back to Lyra, she opened a side pocket on her saddle bag and pulled out a card. She set it down on the seat besides Lyra. "Meet me at 4:30 behind this building. Ta-ta." And with that, Octavia closed the door and made her way to the gate. Puzzled, Lyra reached down to pick up the car, and paused with her mouth open as she read the card. Instantly she was at the window.

"Whoa, you work _there_?" she shouted after Octavia.

Octavia smiled to herself, and then turned. In a haughty voice, she replied "You're not the only one with talent, Miss Lyra."

Lyra woke from her nap. It was only a quick rest, but she had dreamed. As it faded, one image still hung in her mind. It was one of the ones from before.

Twilight. Covered in red.

Lyra was wondering just what that purple unicorn was up to when the carriage stopped. As Lyra stepped out and tried to pay the cabbie, only to find out Octavia had covered her fair. She was greatly appreciative of her generosity, especially considering her circumstances. However she didn't want to be a charity case. As the carriage pulled away, she couldn't help but feel herself shrink, figuratively and physically. She slowly turned, and let out a deep sigh. "Whelp, welcome home Lyra."

The residential district did have a lot of apartments. They were all insanely expensive, costing thousands of bits a month. Artisans and engineers stayed there, gifted ponies who were some of the most talented minds in all of Equestria. However, no matter how expensive apartments where, they had nothing on the actual houses in Canterlot. Did she say houses? She meant _mansions_, and the one owned by Lyra's family was one of the largest in the capital.

Pegasus architecture always had a regal and exotic look about it. The style was only meant to be applied to clouds, and it was insanely expensive to try to mold solid rock into comparable structures with at least decent structural integrity. The process took the strongest earth pony hooves, the most delicate of unicorn magic, and at least one willing pegasus to put up with all the complications long enough to get the job done. Despite all this, Lyra's house was nothing _but_ pegasus architecture.

As she strolled down the lawn to her front door, the pit in her stomach deepened more and more. The house was full of happy memories, mostly, but returning now was the last thing on her list of wants. The walk was slow, and it wasn't just the length of the lawn; it was the sullen dread that hung over her.

Lyra paused at the steps to her front door. "No. This is going to continue to be a good day," she said to herself. "This is going to be a pleasant stay. I'm not going to let it get me down." She inhaled deeply. With newfound confidence, she scaled the steps. Taking a key out of her bags, she opened the door and stepped inside.

The foyer was just as Lyra remembered it, maybe a bit bigger. It was a two story room, with a balcony overlooking it. The room was furnished lavishly, filled with modern design and art. Every inch of floor space was covered in a carpet as soft as clouds, and the three main-level exits lead to grand hallways were lined with paintings, pictures and display cases. It was the room of somepony trying to impress, and that somepony was very successful at it. A sound from the balcony made her look up. A cobalt earth pony wearing a high collar was approaching the balcony

"Who's there? Who's this coming into my house? You better have a good reason for breaking in before I break y— Lyra? Lyra, my filly! Aria, come here!"

"What is it Granite?" A brilliantly malachite-green pegasus in an evening gown approached behind the earth pony. She gasped loudly. "Oh my, is that our Lyra? My little Lyra?"

Lyra threw her grin. "Hi mom, hi dad."

In no time at all, her parents had made it down the grand staircase and Lyra found herself in a tight embrace.

"It's so good to see you! Why didn't you send word? We were worried about you so much. Where have you been? What did you do to your hair?" asked Aria.

"My hair's been like this since I left. I happen to like it, thank you very much."

Aria paused a bit. "It's funny, after telling you no all while you were growing up, I think I kind of like it."

"So Lyra, where have you been? You didn't actually go to Ponyville, did you?"

Aria cut him short. "Oh Granite, leave her be. We can talk about it at dinner."

"Actually, yes, among other places."

Granite frowned. "And what have you been doing in... Ponyville?" Lyra felt like her father spat out the word, like it tasted like dirt to him.

"If you must know, I've been having the time of my life. I've seen so many wonders. I've had a run-in with parasprites, an ursa minor, and even Cerberus himself. I've seen a couple of dragons, I've seen a real-life superhero, I've participated in wrapping up winter and I got caught in the skirmish in Appleloosa, if you can actually call it that. Did you even hear about it all the way here in Canterlot? Did you know I was there for the return of Princess Luna? I even saw Nightmare Moon, in person!" Aria audibly gasped at this. Lyra took pleasure from it, and kept on. "And I thought that was rough till Discord came and turned Ponyville into his personal domain for half a day. Or several days, technically, since he was manipulating the sun, moon, and stars."

Her mother stared speechless at her. Her father's frown deepened.

"Don't worry, I was safe. There's a local group of mares that seem to always keep the town safe. They get into all sorts of trouble, but no one's been hurt. Our local paper calls them _The Ponyville Six_. Maybe you've heard of them? One of their names should be quite familiar. But speaking of them, it reminds me. I've made friends. A ton of them."

Lyra paused, looking away. "Some of them are no longer with us..." After a moment, she turned back to her parents. "But they were special. They are special. All my friends in Ponyville are special. Not that the friends I had here were bad, but these ones are refreshing and won't ask about your social status or anything. We've been through real life together, and I love it."

Granite huffed. "'Real life'? Do you even work?"

Lyra rolled her eyes. She walked over to the couch and plopped down, discarding her saddlebags. "Of course. I work at a candy store."

As Aria sat down on a couch opposite of Lyra with her husband, her eyes lit up. "A candy store? That sounds highly amusing."

"It doesn't sound like well-paying work," said Granite as he joined his wife. "Or glamorous work. Or even hard work. Work worthy of my lineage. You can't possibly have enough to take care of yourself."

Lyra frowned. "Of course not, but my boss is particularly nice—"

"_You_ have a boss?" both her parents shouted in unison.

"Weird, I know." Lyra rubbed the back of her head. "She can't pay me in bits right now, so I get compensated by being allowed to stay with her. She's very hard working, and she reminds me a lot of you, dad, if you ever decided to live life a little." Granite simply huffed in response.

"Working there is fun, and I do get vacation sometimes. I took off work to go to the Grand Galloping Gala last year, and it was wild! Those six mares I mentioned earlier showed up and utterly destroyed the place!" Lyra was flailing her arms, getting wrapped up in her tale. "Saved it from being a snore fest. I also took off to go to a wedding once, and changelings attacked! I was even impersonated by one! Again those six mares did a lot to save the day, again! It's interesting, they seem to get around, and I'm pretty connected to one of them..."

Lyra finally looked at her parents. Her mother looked dejected, her father furious.

"Unless I'm mistaken," he said evenly, "both of those events happened in a placed called Canterlot. A place where your two loving parents reside. Two loving parents who had no idea where you were, for how long, was it?"

Lyra swallowed hard, continued carefully. "Well, I didn't have a lot of time to hang out, being employed and all, and I only ever visited for specific reasons so I didn't have time to—"

"Time to visit your family?" Aria snapped at her. Aria's tone was tense, but wavering. Lyra gulped. "Lyra, we love you. We raised you. How could you forget us like that?"

Granite rose. "I'm happy you're safe. That is what's most important to me, but clearly you don't have your values in proper alignment. Your time in Ponyville is being wasted. Being a candy maker won't carry you anywhere in life."

He was slowly approached Lyra, grinding his teeth. Eventually, he towered over her. "You're above that! You're Lyra Heartstrings, you should be either making music or in construction like me, or _something _worthy of your time. It's unbecoming to be a nobody at a specialty store, surrounded by a bunch of common ponyfolk. We sacrificed too much to get you where you were before you left us, and every day you slack around makes me feel like one big bucking joke!"

"You're the one who's joking if you think I feel _any_ remorse for not repaying favors I never _asked_ for!" Lyra shouted as loud as she could.

Granite gave his daughter a look that could've cut glass. It took all of her might to return his gaze, but Lyra stood her ground, looking up to him. Seconds passed.

Eventually, Aria sniffled behind him. With that, he made for the stairs.

"Dad!" Lyra started, but then her mother rose as well to follow him. "Mother?"

Aria shook her head, and wiped her eyes. She ascended the steps with her husband. At the top, she turned and faced Lyra, still rooted to the spot. With a pained expression she looked into her daughters eyes, and said, "Welcome home, Lyra."


	5. Chapter 5 - Quotidian

—Chapter 5 : Quotidian—

Lyra had spent her ride to the art district in silence. How could I have let slip I visited Canterlot after my exodus?, she lamented. Of course Mom and Dad wouldn't take that well. She sighed, and tried forced herself to think about something else. Being negative was not her cup of tea. Instead, she wondered what Octavia had in store for her. Despite her excitement of meeting this new and accomplished musician, she hoped it ended in bits; she was technically here for business, and not pleasure. _Or at least give me higher bit-potential._

Eventually, she arrived at the concert hall. Lyra fished in her bag of bits to pay the cabbie. She noted she was getting painfully low. It wouldn't last her more than two weeks if she really stretched it.

_More than two weeks?_ She recoiled at the thought of being away from Ponyville for that long. Glancing at the bag again, she also hoped that her new friend would help her put some bits back in sooner, rather than later. She threw her saddlebag on and stepped out onto the busy cobbled street.

The Lunaris Concert Hall was simply grandiose. Lyra had to crane her neck all the way back just to see the top. Above the doors, the brilliantly lit gold sign was bright even in daylight, and it was flanked on both sides by gorgeous stained glass windows. On one side, there was Princess Luna looking downcast and remorseful, surrounded by pegasi foals carrying roses. The other was Princess Celestia looking over at her sister lovingly and longingly with a soft smile, surrounded by more flying foals. Lyra appreciated the art, but wondered if Luna did.

Despite the art district's already lengthy history, the Lunaris' seniority reached back farther than any other building in Canterlot. The rumor went that the Princess of the Night's favorite haunt before the fall was a concert hall by the same name in the old capital. After her banishment, Celestia ordained the capital to be moved from its place near Everfree to the top of Canterlot mountain, some say in an effort to try to bury the past. Celestia also decreed that the Lunaris be restored in the new capital, making it the first building built after Canterlot Castle was completed. Many improvements were made on the theater, and the stained glass windows were added as a gift to the fallen princess. Lyra was amused at how forgiving Celestia had been.

Lyra made her way around back to the alley. She laughed as trotted around the building, thinking of how shady her entrance to such a grand of a place was going to be, and wondered if any local ponies were giving her odd stares. In the rear of the building, there were a few doors to the concert hall. All but a hooffull of the doors had no doorknobs and were one way exits. While waiting, Lyra took to leaning against the wall. She found herself too excited to stand still, but didn't want to come off as a giddy young filly. After a while, one of them opened, and a pony peeked out. Lyra grinned as Octavia caught sight of her and beckoned her over.

"Good, you're on time. Follow me," Octavia said as Lyra approached.

Stepping inside, Lyra found herself in a stairwell. Octavia silently led Lyra up a couple of flights, and through several doors, and up even more stairs. Lyra didn't like the feeling of being drawn into a maze. Her apprehension overrode her desire to maintain Octavia's unofficial silence, and she chose to ask about something other than their destination.

"Sooo, Octavia, what do you have planned today?"

Without halting her steady march or turning her head, Octavia replied, "We're going to play." She didn't elaborate.

As they continued, Lyra could tell they were nearing the top right corner of the building; if not by time traveled, certainly by steps taken, as she felt the tiniest bit winded. A fleeting thought left her wondering if the city was sapping her energy and her health. They neared an old wooden set of double doors, unlike the more regal ones below. Octavia creaked them open, and invited Lyra in.

Inside, Lyra was floored. The room looked like an old studio apartment that was covered from wall to wall with instruments. Every family of instruments had their fair share of representation. There were bassoons, flutes, xylophones, trombones, and much more. In the center, there was a few chairs and an upright piano that obviously called a vacant space in the wall home, but was pushed out for a recent concert. A huge furry circular rug was in the middle under the chairs. Besides all the instruments, the room felt extremely cozy, with planked wooden floors and huge windows. Lyra approached the windows, peering through them.

"Whoa, you can see the entire district form here!" Looking out, she could see all the art district in all its glory. Most of the buildings here were two or three stories tall. Due to the circumstances behind the capital's move to the mountain, it was one of the first districts built, second only to Canterlot Castle. The architecture reflected its age, looking like days long past of knights in shining armor, but with modern advances in construction on top of the old. This city always looked like a work of art in the middle of its creation.

Octavia merely smiled. As Lyra turned back, she noticed the final thing that really set the mood. "Oh wow, and you have a fireplace."

"Yes," Octavia nodded, "it is quite a lovely little room."

Lyra walked around the room, checking out all the instruments. "What exactly is this place?"

Octavia walked over to the piano and lovingly struck a few notes. "My colleagues call it the storage closet, but to me, it is much more than that. Currently, I call it my personal inspiration room, as everypony else rarely comes here. Formerly, what feels like a lifetime ago, I called it home."

Lyra made an audible gasp. "Wait, you _stayed_ here?"

Octavia answered with a smirk. She walked over to a huge, ancient instrument case. "Take out your lyre, and pick a chair. Sit with me." Cracking open the case, Octavia removed an ancient cello. The poor thing had seen better days, but it would do. Octavia placed it on its side, where it had wheels installed, placed the bow on top of it, and rolled it over to the circle of chairs.

Lyra was sitting patiently and waiting. Octavia paused. "Why are you sitting like that? It looks dreadfully uncomfortable."

Lyra was sitting up with the flat of her back against her chair and her legs hanging over. She rolled her eyes. "How else would I play if I don't use my magic? Don't mind me, let's go."

Octavia shook her head, and picked up the bow with her mouth. After bringing the cello upright, she placed the bow into the crook of her hoof.

"Oh, so that's how you do it?"

"It took months of practice before I could find a way to do it without my mouth. But that's a story for later. There's a few pieces I would liked to play. Let's start with _Trois Poèmes de Stèphan Mallmaré_, Maurice Stabel. I know we don't have the proper instrumentation, however fill in as needed; I'll be playing melody. I know you made to learn this piece, right?"

"It's been a long time, I'm not sure if I can remember it all—" Lyra caught Octavia's slight frown. "But don't worry, let's play. I'll keep up."

Octavia stood next to her cello, and Lyra cradled her lyre. Exchanging a few nods, they began to play.

Hours later, the sky outside was a brilliant orange, with red and purple starting to creep in. Their song had evolved to a session of improvisation, and had finally died down, leaving a sense of longing and wonder for Lyra. The pieces Octavia had chosen made her ponder the life of a member of the CPO, to be able to play pieces that reach out so profoundly to others night after night. Lyra concluded it wouldn't get her to leave Ponyville— not for long, anyways.

After a moment of silence, Octavia spoke up, surprised she was out of breath. "This was quite fun, Lyra."

"Heh, yeah, I'll say so."

"I hoped to play longer, but I have important things to prepare for tomorrow. I hope you don't mind."

"No, not at all."

Octavia lowered her bow and set the cello on its side.

"Why are you in town?"

Lyra swallowed. She thought briefly of playing the question off, but the opportunity at hand and Octavia's stern, unwavering gaze convinced her otherwise. "To be honest... it's because I'm poor."

Octavia laughed. "You have to be affluent to stay in a house in the residential district of the capital of Equestria."

"I'm here with my parents, but I myself am poor," Lyra explained. "I'm trying to make my way without them. I'm in town to make some money, then I'm back off to Ponyville."

"Ponyville you say? I've been told it's a nice place, and that I should visit sometime... when not on business," reflected Octavia.

"You really should, I love it there." Lyra looked out the window. She knew Ponyville wouldn't be visible, but she looked nonetheless. She had no idea the town would grow to mean so much to her when she first arrived. "Yeah, a good friend of mine is making me mature up or something. I don't know. I just have to come back with enough bits to carry my own weight."

"Ha, that sounds like a good friend. Lyra, while you're in town, I'd like to meet like this more often. You are truly talented, and I am deeply curious about what all you can do. However, I know you're on a mission and you want to leave, so maybe if you keep surprising me like you are right now, I can help you out."

"You may not find the bottom of that well in the time I'm here," Lyra grinned.

"You may be quite right. Anyways, I can't meet tomorrow, but how about Wednesday, same time and everything?"

"That's alright, assuming I'm not working by then."

"Yes, hopefully that comes to pass."

Lyra laughed, and returned her lyre to its case. Octavia pushed the cello back to the corner, and made her way to the door.

As they made their way back down to street level, Lyra had to ask. "Hey, Octavia? How'd you get your cutie mark?" To her surprise, Octavia turned about.

"It's nothing special, really," she recounted in a mechanical tone. "It's not from playing cello, either. I can play a few other instruments. As a filly, I had a song in my mind for a long time. I was lucky enough to be taught rudimentary musical notation, and when I wrote my first song it appeared immediately."

"Aw, don't discredit yourself. You're a brilliant musician."

"Maybe so," Octavia pondered, "however, I'd have more than enough bits to fill your saddlebags if I had one for every musician whose story is like mine." She resumed walking.

Lyra shook her head and followed, walking the remainder of the journey in silence.

Outside, Octavia waved down a carriage. As it pulled up, she turned to Lyra. "I'm sorry I stole precious job-hunting time away for you."

"Oh, it was nothing. Time spent having fun isn't wasted," Lyra shrugged it off.

Octavia gave Lyra sidelong glance. "I'm not so sure of that. Anyways, let me pay for your carriage fare— I insist," she added as Lyra began to protest.

Lyra stepped into the carriage. Placing her lyre on the seat and closing the door, she asked the driver to hold on a bit. "I don't know what I'll be doing with my life until I run into you again."

"I know of a few things that might be up your alley. I know you're well versed in classical, but I can tell you like to have a fun time."

Lyre let loose her big grin and nodded.

"I'm not sure how long you've been away from Canterlot, but the party scene has flourished heavily. Nobles throw grand parties for the common pony and let new and flashy 'musicians' keep them entertained. For example, there's a hooffull of DJs around here who can really put on a great time. Lots of food, a small amount of games, but a lot of dancing and even more loud music." Octavia shuddered at the thought of the abrasive songs, but could tell Lyra was intrigued.

"Heh, all that reminds me of a certain party pony from Ponyville."

Octavia smiled. "Yes, I bet it does. Anyways, you should look into it whenever you have free time. I think you'll enjoy it."

"I'll keep an eye for it."

With that, Lyra headed home.

It was almost dark when Lyra slowly eased open her front door. She felt like she was glowing; experiences like that were few and far between in Ponyville, where everyone had talents that were more tailored towards being practical than artistic. She did appreciate being one of the few great musicians in town, but it got boring for a while.

As Lyra approached the kitchen, she could see a light on. Walking in, she saw her father standing near the coffee pot, sipping a brew.

"Hello, Lyra. Where have you been all day?"

"I've been playing my lyre," she answered coolly. She remembered when her parents would retire upstairs shortly after the sun went down, but she guessed he had been waiting to see if she had been productive.

He arched his eyebrows. "That doesn't exactly sound productive."

Lyra almost laughed. "That's because you don't know who I was playing with. To make a long story short, this is going to lead to a job, possibly the career you so desperately want me to have. Today, I played my lyre with _Octavia_."

Granite's eyes narrow. "That name sounds familiar. That earth pony from the CPO?"

Lyra was actually surprised her father was aware of a CPO musician's existence. She figured her mother must have said it in passing. "That's the one. The cellist. She's quite good. She asked to keep playing with me in the near future, and said she'll be asking around to see if I can fit in any—" Suddenly, Lyra found herself in a hug.

"What promising news! Your mother would be proud. I'd prefer if you'd come work for me, but let's face it: hard work is not your forte." Granite was laughing and spinning Lyra round, who was admittedly getting a little dizzy.

The kitchen got brighter. Aria had flicked on the rest of the lights. "Honey, what's going on? Where have you been, Lyra?"

Before she could answer, her father answered for her. "She's been playing lyre with a new friend."

"Wait, what?" Aria had a perfectly good reason to be confused. Normally, her husband didn't approve of any musical activities that didn't end in recognition or a paycheck. "That sounds like something you'd be none-too-happy about."

"She's been playing lyre," Granite said, "with_ Octavia_."

Aria didn't need the inflection to know who Granite was talking about. The effect was instant. The next second, Lyra was in yet another hug. "Oh my gosh honey, that's amazing! It's about time you started making progress being a somepony! What's she like? Nopony really knows about her. Ooo, did she offer you a place in the CPO? What piece did you play? Was it pieces? Were you with her all day?"

Lyra dislodged herself from her mother. "Relax, there's nothing promised. She only said she'd try to see if there's somewhere I could fit in."

Despite Lyra's insistence, it sounded like a sure thing to her parents. Their faces were beaming. Lyra wasn't used to this kind of praise for her folks, but she had to admit Octavia's words sounded auspicious.

"This is what we've always wanted, honey!" Aria tried calmed down, and asked, "What would you do if you landed a spot in the CPO?"

_Where is she getting this 'we' stuff?_ Lyra exhaled. The thought of playing with the CPO was a fragile mirror, and she felt if she looked at it too hard it would shatter. It would be a prestigious position, and an absolute honor. Her father would would be proud, and her mother's unsettling drive for her to do music would be satiated. However, her thoughts turned to what her heart really yearned: a quiet country town and a mare with a blue and pink mane.

"I'm... not sure," Lyra pondered. She spoke slow. "I feel lyres are more for smaller ensembles. Personally I'd be very happy, I guess. It would be a big step in establishing my independence. Playing with the CPO would be like a dream." She wasn't exactly sure if it was_ her_ dream.

Granite and Aria were still pleased. "You could do big things, Lyra, if you wanted to. Don't forget that," said Granite.

"This is what you've been working towards," Aria added pleasantly. "There's still a second chance. Make sure to seize it this time, Lyra."

Granite and Aria stepped out of the kitchen, while Lyra quietly thanked Luna they didn't press the topic further. She doubted the prestige could ever replace what she had found in Ponyville.

She made her way upstairs, and flopped on her bed. Her room had been tidied up in her absence, probably by her mother.

She closed her eyes. As happy as they were with her perspective endeavors with Octavia, she was frustrated her parents still weren't on her side concerning her true feelings, and worried about when her parents would find out this wasn't permanent. Ponyville's call was too strong to ignore forever. She rolled over, and closed her eyes.

That night, she dreamed of playing with Octavia in front of a filled audience. Luna was sitting side-by-side with her sister, and was beaming, feeling welcomed. After their last note rang out, Lyra looked into the sea of smiling faces and embraced her applause. As she gazed through the crowd, her eyes fell on the doors in the rear. A red-faced Twilight slowly applauded, and a sad Bon Bon turned and walked out the door.

Lyra stepped out of a store into the business district of Canterlot. She felt she deserved a lunch.

It had been a busy day filled with walking. There had been so many introductions, conversations, and applications. Lyra felt like she had spoken to every business owner in the district in her pursuit for employment (even if it was far from the truth).

_Bon Bon would've been proud_, she thought. Unfortunately, all that work had landed her nothing. _Well, maybe she would give me an 'A' for effort?_

She looked up, and saw the sun hanging at what she guessed was at the lunch time position. Her stomach confirmed this with a low rumble, and Lyra began to walk down the street.

Lyra craned her neck, looking for any signs that indicated cheap and easy food. This proved easier said than done, as the business district was mostly filled with ponies with jobs, and they could afford a nice meal with a nice-sized portion. She considered heading to the art district, but it was too far away for her tastes.

Finally, she caught a glimpse of a white tower behind a building. It clicked; Canterlot Castle. Instantly Lyra's disdain turned into anticipation. While the actual castle wouldn't have any cheap eats itself, the grounds were home to Celestia's School for Gifted Unicorns, and more importantly, the Royal University. Where there was a university, there were students, and where there was students, there was cheap food.

Lyra's pace quickened. She trotted around a corner, and found herself on one of the main streets that lead to the castle grounds. Canterlot was like a semi-circle of sorts, with Canterlot Castle in the middle and the three districts laid out in front of it. From right to left in an arc lay the business district, the art district, and finally the residential district. Each district had two or three main roads that fed into the castle grounds.

The castle appeared to rise up as she approached. Around her, the business buildings began to grow sparse, and the streets widened. As she neared, the gates came into view. The royal grounds were surrounded by a large wall. Thankfully, the gates remained perpetually open for visitors. Lyra walked past the guards, and entered the grounds.

It was just as she remembered. She made her way to the central plaza of the grounds. In front of her, to the north, was Canterlot Castle in all its glory. To her left lay Princess Celestia's School for Gifted Unicorns. Lyra looked upon it fondly. She spent her entire youth here, honing her craft and living without a care. Life was much simpler back then.

Looking to her right, she saw what was once one of her possible futures. Graduating near the top of her class from the Gifted Unicorns program, or the GU program, afforded her many choices. In addition to the offers to join the CPO, she could've attended Canterlot Academy. She had most of her expenses waived, and had even taken a few classes there while in the GU program that knocked off a year of schooling for her. If the CPO wanted her fresh out of the GU program, they would've have fought the Royal Sisters themselves to have her after more focused education. Alas, it wasn't in Lyra's heart; back then, getting away was all that mattered to her.

Now, she had returned. Amusingly, instead of entering the Academy to take a class, Lyra was entering it to get a bite to eat. She made her way to the steps leading up to the academy, and walked inside.

Being unfamiliar with the interior, she had to find a directory to locate the cafeteria. Memorizing the journey, she made her way and realized that cheap food at lunchtime came at a price: the lunchtime rush. Lyra groaned and rolled her eyes. She grabbed a tray with her magic as she queued in line.

Eventually, she made it through the line. Her stomach was having a conversation with itself at this point. She relinquished some more of her precious bits for a daisy sandwich and a side of hay fries, and brought her food to a distant corner of the cafeteria. Just as she was about to reward herself with her delicious sandwich, a pony came approached her from behind. Sensing the newcomer behind her, she looked up with an intent to shoo. She found herself looking at Cheerilee.

"Hello Lyra," said Cheerilee.

"Hey, Ms. Cheerilee! How's it going? What perfect timing. Care to join me?" Lyra responded, cheerfully.

Cheerilee nodded and moved to sit. "Just what I was hoping for. It's nice seeing a familiar face in all this craziness. I feel so out of place. My university days are long behind me, and this place is quite prestigious, more so than my alma mater."

Lyra scoffed. "Nah, don't let these younger ponies get to your head," she gestured at the body of students behind her. "They may be here at the school of all schools, but they're just spoiled rich kids or eager beavers. We're all just ponies."

Cheerilee chuckled. "I guess you're right. It's just so exciting to be here, I guess it's making me nervous." Her eyes narrowed. "What brings you here? I know you're not a student, I see you working in Ponyville. Or, is that still something you rather not discuss?"

Lyra nudged her tray. "I'm here for food," she laughed. She downed the rest of her hayfries. "The business district was too rich for my blood, so I figured I'd walk down memory lane and grab an affordable bite to eat. What about you, what brought you here?"

"I'm here for my books," Cheerilee answered plainly. She didn't laugh at Lyra's deflection, but gave a deflated smile. "I thought Twilight's order would come from the University. I should have known Twilight would only order from Canterlot Castle's Library itself. It was nice to finally learn that after a morning of searching in the university's catalog. I was about to head over, but I noticed you as I passed the cafe. If you're finished, would you care to join me? It would be nice to be in the company of a friend in this big city."

Lyra gleefully wolfed down the last bite of her sandwich. "Sure!" she said before swallowing. All sense of focus on getting employed was out the window with the potential for an excursion to the castle. "Let me just toss my trash."

The Royal Library was huge. Cheerilee was no longer surprised Twilight had missing books; Golden Oaks Library could fit inside of this library, branches and all. The front desk was manned by a dozen ponies. The reading space was inset into the ground, and filled with almost fifty tables of various sizes. The shelves resided in the back of the impossibly large room, towering and mazelike, and a selection of pegasi and unicorns retrieved books from the top shelves for those needing a hoof. Lyra whistled.

"I... I didn't know it would be this... extensive," Cheerilee remarked.

"This is gonna take all day. This place needs a map," said Lyra, rolling her eyes.

"Hold on. I think I'll just ask the front desk." Cheerilee made her way to the front desk. After a quick exchange, the librarian rang a bell, and a soft green pegasus with a chalk white mane flew over. More words, and Cheerilee and the pegasus walked back to Lyra.

As they walked up, Cheerilee gave the introductions. "Lyra, this is Gentle Breeze. Gentle Breeze, this is my friend Lyra Heartstrings. He's offered to lead us to my books."

Gentle Breeze was clutching a list between a couple of his feathers. He glanced at it, looked at the neighboring book shelves, and seemed to come to a conclusion. "Right this way, ladies," he said, and the three ponies entered the book maze.

They walked for minutes, with no detectable rush. The isles were just wide enough for two ponies to walk by each other. Gentle Breeze lead, with Lyra bringing up the rear.

Lyra should not have been in the rear. Despite abandoning the school life, she still appreciated the knowledge surrounding her, and she was doing her best to read as many spines as she could. She preferred a more hoofs-on learning experience, _but hey, even the best scores of music have to be written down sometimes._

Eventually one caught her eye. _Earthly Concertos of the Post-Discordian Era._ She skid to a halt, and plucked it from the shelf with her golden magic. She set it on the floor and quickly started hoofing through it. The book was about what she thought it was, Earth pony music. There were so many novel ideas. Lyra couldn't believe these songs were played without magic, the notes were so furious, the melodies so passionate, the—

"Ahem, Ms. Lyra?"

Lyra looked up to see Gentle Breeze and Cheerilee looking at her from the end of the isle. She blushed, and set the book back on the shelf.

As they walked, Gentle Breeze would periodically fly up to the top shelf, return with a book, and place it in Cheerilee's bag.

As they went along, Lyra found yet another book. _Earth Pony Pieces for Cello_ sat plainly on a bottom shelf. Instantly, Lyra thought of Octavia, and snapped it up. She levitated it up to her face, and kept walking.

The book was filled with pieces for cello written by or for Earth ponies. Lyra glanced at the checkout slip, and saw the book hadn't been checked out in a number of years. Feeling pleased with her find, she slipped it into one of her saddlebags and looked up to find herself alone.

Instantly, Lyra facehoofed and groaned. This library was not where she wanted to go lost in. Instead of calling out, she decided to simply walk back to the lobby.

As she wandered around, she realized she definitely should have stayed with Gentle Breeze and Cheerilee. The library section she had found herself in was incredibly different from before. She must have been in a wing, because the ceilings were remarkably shorter than before.

Lyra took a left, then a right, and another left indiscriminately. Her last turn brought her down a row of books with shelves leading off to her sides. As she was walking, she spotted the end of shelves down one of the isles. She galloped to the end, expecting to find herself in the foyer. Instead, she found herself in another part of the building, facing a sign that read 'Keep Out'. Lyra groaned again.

She glanced down the hallway. She had entered on a far end, and it stretched for a while. There was a lavish carpet stretching the length of the hallway, with long and slim tapestries. Shields and swords adorned the length of the hallway. Lyra was fairly certain she was on the opposite end of the building.

Still feeling the sting of adventure (barely), Lyra figured since she was here, she'd have a look around.

Walking along the hallway was quiet. The combination of the rug and tapestries deadened sound considerably, keeping her hooffals silent. About halfway down, she noticed a door and a locked gate facing each other. Peering out the window of the door, she could see outside, and two Solar guards facing away at attention. Lyra gulped, and turned to face the gate. Behind it was a darkened room. Glancing at the sign atop the gate, Lyra read that this was the Star Swirl the Bearded wing.

"Whoa, that old coot has a wing? I guess Professor Shimmer Tome wasn't exaggerating his importance all those years ago," she said to herself. She laughed, very much surprised. She approached to the gate, and looked inside, trying to get a good look. Inside she could see shelves, much shorter than the ones in the main library, arranged in a circular pattern around the middle of the room, surrounding a giant hourglass with a sunroof above it. She reached for the handle.

"—That sounds incredibly odd. Why was she here, sir?"

Lyra froze up, hearing voices from the other end of the hall. Someone was coming.

"I wouldn't know, she had a private audience; even we weren't allowed in. I didn't like it one bit. _We_ are her guards," said a second, much deeper voice. This voice was in a foul mood.

_Guards! Two guards!_ Lyra panicked. While she doubted trespassing in a forbidden area of the Canterlot grounds would warrant the most extreme punishment, she couldn't afford being unable to receive word from the jobs. Worse, she could only imagine what Octavia would think if her new promising friend ended up in jail for a spell. Octavia rubbed her as a pony who would probably turn her nose up at such an idea.

"That's interesting, sir. Was it just her?"

"Yes, just her. We never get one of the Elements just by themselves. It's crazy, the strongest magic in Equestria being trusted to a bunch of young, childish mares. I don't know what the Princess sees in them, or what she sees in her. They've gotten lucky, but they're far from worthy of being our ace in the hole."

Lyra looked back down the hall, and knew she wouldn't be able to cover the distance in a run before the guards would be around the corner. _This is not what I needed._ The voices came closer.

"Did you ever find out what was discussed, sir?"

"Not exactly. Not exactly sure it was a discussion, either. As my men were outside, they heard a raised voice, then spotted the mare flying out of Canterlot and into the city faster than I've ever seen before. We have ponies looking for her, on Celestia's orders."

Lyra decided her best bet was to simply turn and walk back to the other end of the hall. Hopefully they won't bother her if they didn't feel she was important. She took up a nonchalant stroll and tried to keep as whimsical as possible.

"That probably explains the lack of guards around the castle grounds today."

"It's not just that. Lunar Knights have been dispatched to Ponyville to find out what's up."

Lyra flinched as she heard the younger guard gasp. She faltered, but continued to her walk. She began to rush; she wanted to be as close as to the entrance as possible.

"The Lunar Knights? Just what in the hay is going on, sir?"

"It sounds precarious. Think about it, we have an Element hiding out in the city, refusing to appear before the Princesses, and by the sounds of it Twilight Sparkle is missing and—"

"—H-hey, you there! What are you doing in this wing?"

Lyra paused. They had found her. She slowly turned around.

"Oh, me?" she asked innocently. "I seem to have gotten lost."

The younger guard's face softened. "Oh, I'm sorry miss."

The older guard rolled his eyes and shoved his younger companion. "How'd you get lost here when there's a sign? Come here, I'm going to need you to come with us."

Lyra slowly approached the guards, her eyes cast downward. She felt like she was walking through water at the bottom of the ocean. She tried to think of a white lie to keep her from trouble, but no matter how fast her mind spun its wheels, it was going nowhere. She gulped, the last thing she wanted was to spend a few nights in Canterlot Castle's jail. Besides the obviously bad 'jail' part of the ordeal, Lyra was sure Octavia would be more than cross with her.

_Octavia would finally show some other emotion besides stern or tart_. She would have laughed to herself if she could risk it, but something told her the guards wouldn't be appreciative of it. As she faced her consequences, she started to sweat, and hoped someone was watching out for her.


	6. Chapter 6 - Cacophony

_**Go forth, my servant. Your weakness now yields purpose.**_

— Chapter 6 : Cacophony —

Applejack woke with a start, covered in sweat. Another restless night. Another nightmare with Twilight Sparkle, face covered in red.

She sat up in bed, and found herself panting. She jerked her head around, glancing around the darkness for hidden eyes. Finding herself alone, she wiped her forehead with her hoof, and felt icky. She got up and showered in the cold, then headed downstairs.

She found herself alone in the kitchen. Usually Big Mac was up cooking breakfast, but it wasn't dawn yet, and wouldn't be for a little while. Applejack felt a twinge of sadness, as she would love to talk to her brother over some of his grits, but she was by herself in the dark. The morning crickets were the only sound keeping her company.

She poured herself a glass of water and grabbed a hay biscuit from the fridge, not bothering to warm it. Sitting down, Applejack bit into the biscuit, took a swig of her drink, and lost herself recounting the dream. It was like looking at a broken mirror with every cracked piece reflecting jagged memoires.

She saw flashes of Twilight staring silently from a forest, watching the town, watching her. She was in the library, still painted crimson, with Rarity's scream still ringing in her ears. She wept as her friend suffered molecular destruction, and she was helpless to stop it.

Applejack heard a clatter on the floor. Flinching, she gasped for air and coughed, the spell broken. She reached up to cover her mouth, and found her face wet. She opened her eyes to a watery room, but quickly blinked away her grief.

"Why did Ah do that to myself?" she asked no one. Her visions answered the question. She couldn't let the others deal with that. And yet, she swallowed hard. She was made out of strong stuff, but this was a new kind of problem. As much as she'd love to, she couldn't just buck it till it budged. She picked the glass off the floor. It was trembling in her hooves. She was thankful she was alone for this.

Applejack refilled her glass. Slow, drawn out swigs emptied it, and periodic trips to the sink kept it full. She drank in the silence, and did her best to empty her mind. Time passed indiscriminately.

She first heard the rhythmic footfalls before she looked up. Big Macintosh stepped into the kitchen. Meeting Applejack's gaze, he stopped, one hoof inches above the ground. Applejack kept her face even, but Big Mac's eyes knew what they saw. Applejack never said a word, so Big Mac continued his routine.

Big Mac was awake, so Applejack looked outside. As expected, through the windows, she could see the sky warming up. She rose from the table to meet the day, leaving her half empty glass behind. She didn't see Big Mac retrieve it for her and deposit it in the sink.

Applejack opened her front door to a promising day. Looking out, she could see light breaking on the horizon, slowly creeping across Sweet Apple Acres and Crunchy Carrot Fields next door. Ponyville was in the distance, just beginning to be touched by sunlight. It was a sight she loved. Her anxiety finally began to slip through her hooves. Her heart was still.

As she stared longer, she noticed three figures approaching from the road. Applejack shielded her eyes from the rising sun. They walked with purpose, their gait driven by their dark armor. She had seen them once before, last Nightmare Night. They were Lunar Knights, Luna's infamous right hoof. Applejack tensed.

"Big Mac," Applejack whispered into the house, and waited. She wasn't sure exactly when he arrived, but suddenly she could feel his presence behind her on the porch. "Listen, Mac. Ah know you've probably noticed how Ah've been actin' lately. Ah've been all skittish like a newborn foal. Ah appreciate you keepin your questions to yourself, but Ah'm gonna have to ask you to keep some more."

Applejack turned to Big Mac, and looked him in the eyes. "We got some visitors comin' up the road. It looks like they're pretty important. Ah'm not sure what they want, but let me do the talkin'. If the young ones wake up, keep 'em upstairs too, will ya?"

He held her gaze. Big Mac raised an eyebrow. Applejack remained steadfast, never breaking eye contact. Eventually he simply nodded. "Eeyup." He returned to the house. Applejack turned back to the knights.

The Lunar Knights were curious ponies. To Applejack, they looked like pegasi crossed with bats, with their pointed ears and featherless wings. Their skin and coats were all various shades of grey or blue. They looked odd in daylight, their armor reflecting the excess light they were not used to operating in. Twilight had mentioned they used to be more prevalent, but The Fall stripped them of their status and drove them into seclusion. Applejack guessed they were appearing more now that Luna had been redeemed. Whatever the reason, they were here, now.

The center one stepped right up to the Apple's porch while the two flanking guards looked around. She scrunched her eyes. "Good morning, pony citizen. We are representatives of Princess Luna, and are acting upon her request. May we please speak to the head of the household?" Her voice was surprisingly warm, not at all what Applejack expected. Surprisingly young, too. She was sure she had a few years on the Knight.

Applejack raised the brim of her hat. "Speakin'."

"It has come to our attention that something may be... _amiss_, in Ponyville. Has anything seemed out of place to you?" Her flanking accomplices were scanning the farm, but kept one eye on Applejack.

"Oh, yeah," she began boisterously, "uhm, there's been an accident—" Immediately, the flanking guards' attention snapped to Applejack. Applejack gulped. "Y'see, there was this... uh… there was..."

The center one spoke again, her expression unchanged. "Please go on, miss." She leaned in. Again, her voice struck a chord with Applejack. It sounded like an echo.

"Yeah, there was... one of mah wagon wheels got busted, all suspicious-like. Normally they're made sturdy as mah brother Big Macintosh, but Ah was surprised at how fragile it was. Very suspicious," she nodded enthusiastically. "Ah don't have any enemies though, so Ah can't tell who did it." Applejack worked up her face, and tried to convey earnest concern. She hoped her mask was convincing. The look on the leader's face indicated otherwise.

"Let me be a little bit more direct." The veil hiding the danger in her warm voice lifted. "We've been lead to believe there's been a disturbance in the Elements of Harmony. One may be missing. Have. You. Heard. Anything?"

One of the other Knights coughed excessively at the remark. She took no notice of him.

There was a long pause. Applejack said nothing. The leader unfolded her wings and spread them out as she stepped forward. Her eyes narrowed under her helmet and she opened her mouth to speak.

"—Ah've heard not a thing from nopony. Ah had a minor row with some of my friends, but it'll blow over soon," Applejack blurted out. She tried to put on her best smile, but inside she was reeling.

The leader huffed, and refolded her wings. Her companions turned and began heading to the road. "I don't have time for this." She trotted up to Applejack, and jabbed her in the chest. "You think long and hard about what you're saying, and I'll ask again later. In the meantime, I need to do my job." She leaned in, her helmet centimeters from the brim of Applejack's hat. "You think this may be funny, but I doubt this farm could suffer a spell with its hardest worker indisposed for very long. My Goddess could use a new lawn ornament."

Applejack's stomached dropped. Her mind shot through several thoughts. _Applebloom. Big Mac. Granny Smith. My friends. _ "Hold on now—!"

"—In the meantime," she turned, "I'll be going." She began followed them back to the road. Applejack's heart was in her throat as she desperately tried to say something, anything, to the mare. Before she had a chance, the knight spread her wings and quickly flipped back around. "Wait. I feel I know you. I know you, or I know _of_ you."

"I'm nopony," said Applejack. Her words flowed automatic, all inflection dropped.

Her amber eyes burned into Applejack's, but neither wavered. She waited for more questioning, but it never came. A moment later, she was back to following the other Lunar Knights off the farm. Applejack watch them march to Carrot Top's place next door and let out a huge breath when they were out of listening distance.

She listened to the sound of the wind in the trees on her farm. She stepped out and felt Equestria beneath her hooves. The earth pony in her felt the comforting touch, and responded with the quiet joy she and all earth ponies felt standing on earth. She thought of that joy being replaced with a ornate pedestal and a display stating her crimes.

Then, she felt ill. She felt it deep down, under the internal graveyard that housed the memories of stubbornness with Twilight, abandoning her friends after the rodeo, and Discord's trickery. _A lie? Me, tell a lie? And to a royal official?_ Her head bobbed in an ocean, and she needed to come up to breathe.

"Big Mac," Applejack called inside, shaking the water off her mind, "let Sweetie and Spike have mah share of breakfast. Ah've got something to Ah have to take care of. Now."

Without waiting for a response, Applejack was dashing down the road. There were ponies she needed to talk to.

Applejack's mind turned over on itself as she walked the winding lonesome road to Fluttershy's cottage. She had to get her thoughts off her chest. She had questions that had been building up all morning. What she had found out worried her. Worse, who she _hadn't_ found was incredibly troubling.

The dirt path took her away from town, winding up the gentle hills to the solitary dwelling. As she approached the door, she heard a raised voice, full of intensity. She paused, just out of range to hear what was said. She didn't want to eavesdrop on Fluttershy.

_Fluttershy is home!  
_

A weight was lifted from her shoulders. Then, there was a shout. Applejack galloped up to the door and tried the handle.

_Locked._

"Fluttershy, are you ok in there?" She shouted at the door. Listening intently, she heard a meep, and a glass shatter. Swiftly, AJ crouched, at the ready.

"Alright you varmint, Ah'm comin' in there, and if there's a hair hurt on Fluttershy's head—!" Applejack turned around, prepared to give the door a savage kick. She heard a click. Looking over her shoulder, Fluttershy's face appeared in the crack of the door, darkness obscuring the room behind her..

"Oh. S-s-sorry I took so long to answer the door, Applejack." Fluttershy looked shaken, like she hadn't slept in too long. Most importantly, Fluttershy was _there_.

Applejack's face flipped from apprehensive to overjoyed. She reached into the doorway and pulled Fluttershy out for a tight hug.

"Thank Celestia you're here, Fluttershy!" Applejack practically sung, previous danger forgotten. "Ah thought Ah was all alone for a second!"

Applejack whooped as she spun Fluttershy around in joy, causing the pegasus to get disoriented. Applejack finally noticed, and sat her down, smiling. Fluttershy shook her head, trying to rid herself of stars.

"Heh, whoops," Applejack said bashfully.

"I-i-it's OK, Applejack," Fluttershy said as she tried to rid herself of stars. "What's got you so excited? What do you mean alone?" She stood up and started walking to her door.

Applejack was breathless. "Sorry there, Shy. Mind if Ah come in? There's some things Ah really need to talk to you about."

Fluttershy froze. Without turning around, she said "Uh, sorry, Applejack. Now's not a good time. It's... messy, in there."

"Well shucks, Fluttershy, no need to be so modest. Ah live on a farm, remember? Ah've got critters just like you. Ah'm sure you're cottage isn't as bad as mah barn." She stepped towards the cottage.

Fluttershy turned, and stepped in front of her. "Oh no, Applejack. I just couldn't, you know? It's just so bad inside, and, and some of my animal friends are sick. It would be best if we stay out here. You can't get sick at the beginning of applebucking season."

Applejack side-stepped Fluttershy and continued towards the door. "Jeeze, girl, it ain't that serious. Besides, Ah have something I really need to—"

"No!" Fluttershy yelled.

It was Applejack's turn to freeze. She had heard that tone before. There was an edge to Fluttershy's voice, a timbre that triggered dark memories. The voice dug at her skin, a million soft bristles being pushed into the flesh, but it was still light and fair. Subconsciously, she shivered, and quickly stopped advancing.

Then that Fluttershy was gone, replaced with the one Applejack remembered. "Sorry, Applejack," Fluttershy said sweetly as she floated past her. "I just can't let you inside right now." She grabbed the handle with her hooves. "How about I make you some tea next time, to make it up to you?" Fluttershy gently closed the door. "I hope you understand."

Fluttershy's tone sounded as nurturing as ever. The change made Applejack feel queasy.

"Now," Fluttershy said as she turned around, "How about you... accompany me to Froggy Bottom Bog! I have to check up on how the frogs are doing. They'd be lost without me. I hope you don't mind. We can talk along the way."

Applejack was rooted to the spot. "Uh, are you ok, Sugarcube?"

Fluttershy turned, and gave Applejack a sweet smile. "Just fine." Applejack knew it was empty.

The walk to the woods was silent, but as soon as they crossed the threshold into the Everfree Forest everything became alive around them. Birds sang from the canopies. Many unseen creatures spoke from the underbrush. Animals bounced around the air between the trees, barely registering to the pair. Occasionally, a roar that could easily belong to a manticore could be heard in the distance, declaring the creature's dominance. Fluttershy led, while Applejack flanked closely behind her. Fluttershy didn't mind, and secretly enjoyed being the lead for once.

Besides Everfree Forest generally being a place Applejack didn't enjoy spending free time in, Fluttershy's reaction was eating away at her. It was eerily just like her breakdown the day in Twilight's treehouse, only she had snapped out of it just as fast as it came. In addition to that, the trees were steadily getting thicker, and light was dimming. Applejack felt increasingly uncomfortable.

_She must still feel it_, Applejack mused. _Shucks, I still feel it. I'm losing my mind, knowing Twi and Rarity aren't here. And now... How do I even bring this up gently?_

Applejack continued to follow in silence, trying for once to be tactful with someone she cared about. All the topics on her mind swam around her, and every time she tried to play out a conversation in her head it ended with her stumbling to get her point across.

"It's been a while, Applejack," Fluttershy spoke up. "I haven't seen you since..."

Applejack didn't need Fluttershy to finish her sentence to know what she was talking about. She gulped. This was not how she had hoped this would go. "Uh... Sweetie Belle's doin' alright," she said conversationally. Internally she grimaced.

"How is she?" Her sweetness remained, ignoring the deflection.

_Understanding as always_, thought Applejack.

"Sweetie Belle is dandy," she continued. "Overjoyed she gets to romp around with Apple Bloom all times of day, since school hasn't started yet."

Applejack slowed, and looked at her hooves. Fluttershy noticed and slowed as well.

Applejack's voice fell. "Ah hate lying to her. Every day is another one to me."

Fluttershy placed a hoof on Applejack's back. "But you have to, Applejack. Even if she deserves to know, it's not your place to tell her."

"But there's no tellin' when her parents'll be back. Vacationing is easier than wrangling hens when your other daughter's old enough to foalsit. Ah still feel it's unnecessary to be gone so long. There's always work to do." Applejack thought vacations longer than two days was a waste of time. "Spike's there too."

"How is he?"

"Quiet. Silent even. Never says a peep, never notice him till you trip over him. As far as Ah can tell, he hasn't told Sweetie Belle. He hasn't spoken to anyone. No letters, even. Ah wish Ah could say something to him."

"Let him grieve," Fluttershy said solemnly. "He lost everything. We lost everything, too. We all react differently."

Both of them had experienced loss before. Grief was part of the business when caring for animals. Applejack had nothing to say. Fluttershy began to walk again, and she followed.

Applejack could hear several splashes as they continued through the forest, and soon enough they broke through the trees, into the bog. True to its name, Applejack spotted plenty of frogs at play in the shallow waters of Froggy Bottom Bog, more than she'd have the patience to count. Fluttershy took this cue as to start trying to corral the amphibians.

Applejack watched on as Fluttershy spoke softly to the frogs. She still hadn't brought up why she sought her out in the first place.

"Fluttershy? Ah think…" she took a deep breath, steeling herself. "Ah think Canterlot may know about... Rarity. Luna's Knights came to my farm this morning."

The effect was immediate. Fluttershy dropped the frogs she held in her hooves. Spinning around, Fluttershy's face flashed through emotions too fast for Applejack to catch. None of them were reassuring.

Carefully, slowly, Fluttershy asked, "What did you tell them?"

"They asked about us, the Elements. Seems someone reported _something_ about the ruckus." She rubbed one foreleg with the other. "Ah... shrugged her off, Ah guess. Ah hated doing it, but Ah wanted to talk to you girls first." She looked to Fluttershy with a pleading look in her eyes. "It's like every day Ah'm tellin' more lies; at least it wasn't completely untrue." Fluttershy didn't meet them.

"As soon as they left Ah looked for you girls— you're the only one left, did you know that? It's odd, where is everypony?" She kicked a stone into the water, sending ripples everywhere. Finally, it was out. "When I couldn't find Dash or Pinkie…" She trailed off.

"Danggit, Ah hate all this." She cast her eyes downward. "The knights even threatened me, 'Shy, threatened to turn me to stone, to take me away from my family. Can you believe that? Ah bet Luna would be livid if she heard about it." Or so she hoped. Her lips curled into a cruel smile. "Maybe that's more Celestia's cup of cider. Discord did say Celestia had a penchant for it in days gone by." She chuckled weakly.

Fluttershy smiled warmly. She approached Applejack, fluttering on her wings. Landing softly, she reached a hoof to Applejack's cheek, raising her head. "Aww, don't be that way. Now, Applejack," she cooed softly, "what did you tell the guards?"

"Oh it was nuthin', Shy. But Ah felt so wrong. Ah'm more than scared. My family needs me; how can Ah put Twilight or Rarity before my family?" She made a face, realizing what she said. "Why do Ah have to make that choice?"

"Applejack." Fluttershy's eyes flashed. Applejack felt weightless. She felt her conscious lull into a freefall. "You need to tell me, Applejack. I need to know."

Applejack sunk lower. Fluttershy's profile grew to dwarf her, like a mother's to a filly. She would be there to take care of everything. The problems of the week peeled off of her, one by one, and Applejack began to wonder if there was ever anything worth worrying about at all. As she sunk deeper, she found her rock.

_Of course_, she thought, _my family._

Applejack jerked away from Fluttershy's hoof and instantly felt the ground beneath her hooves again. She give her a long, hard look. Fluttershy's mouth hung open, but didn't speak for herself. The frogs were silent in the bog. "Like Ah said, Fluttershy, Ah didn't say nuthin'. Mentioned we were in the midst of a dispute, but nothing else. It felt like lying."

"Oh," was all Fluttershy had to say to that. Her mind was much more verbose. If Fluttershy knew anything, it was that her friend was deeply troubled by this, and yet it wasn't important now, not immediately. She had her own concerns, and as much as she'd like to ask Applejack for help she could never. Slowly she lifted off the ground, and flew back to the frogs, who had started to get away. She resumed grouping them together, trying to count them.

Applejack took a deep breath. "But Ah know something. That night when I was cleaning up, Twilight appeared."

Fluttershy's head snapped around like her neck had been broken. "What? What did you say? What was that mare doing in town? She's not still here, is she, hiding under our noses? I can't believe—" Fluttershy bit down on her words, but Applejack could smell the loathing off of them. She slowly lowered her head. Her eyes emptied out, focusing on nothing, and waited for a reply.

Applejack's eyes narrowed. She took a step forward. "What is wrong with you, girl? What was that earlier, huh? Why are you so ornery about Twilight?" She could hear Fluttershy breathing hard. "You make it sound like she's not our friend anymore."

The snarl on her face was a blight on her normally motherly features. Applejack never thought she'd ever feel this uncomfortable in Fluttershy's presence. Her expression gradually eased, the tension passing. Her eyes started to shimmer, and her lips quivered. "Why did you abandon us? We waited all night for you." Her mind jumped to Pinkie Pie looking broken on the kitchen floor, and to her pouring her soul into her pillows as she wailed.

Applejack stared at her blankly, unsure what to say. Fluttershy looked into her eyes, and she could see the pain behind it. She should have known better. She wanted more than anything to tell her, to say how she was in a puddle of her own tears at the end of the night. She wanted to tell her how many times she emptied her stomach that night, or how she still smelled it to that very moment, and she didn't know when that was ever going to go away. How could she expect her friends to be any better, especially Fluttershy?

She walked past Fluttershy, so she wouldn't see her eyes misting over. "Ah'm sorry, sugarcube. Ah really am." Her voice was barely over a whisper. "Ah spent all night cleanin' the library. Ah had to go home after that. Ah had to sleep that off. Ah'm sorry."

Fluttershy's face became non-emotive. Applejack paused before continuing.

"Ah heard her in her room. Ah rushed to try and talk her out of leavin', but she teleported away too quick, before she even listened to a word Ah said. However, she was in the middle of something, and she left this." Walking to a dry patch of ground, Applejack lifted her hat and retrieved a folded sheet of paper and unfolded it on the grass. "Ah want you to read it."

Fluttershy gave her a curious look, but walked over to the paper and began to read.

* * *

_"Dear Spike,_

_I'm sorry you have to lose your oldest friend. You mean more to me than you ever know, but I can't stay any longer. You're still my number one assistant, and I need you to assist me in taking care of the library. I love you._

_Please Forgive me_

_Dear Friends,_

_To you girls, who have made my life so bright since I arrived in Ponyville. I'm so sorry. I should have listened. You've done so much for me since I've gotten to know you, and made me a better pony. I can't imagine my life without you in it, which makes this so difficult. I love you girls._

_Please Forgive me_

_Dear Shining Armor and Princess Cadance,_

_I'm so happy for you two. I wish I could be around to meet your children. Take care of Shining for me, Cadance. He'll be lost without us girls. I love you both._

_Please Forgive Me_

_Dear Mom and Dad,_

_I'm sure you had high hopes for me, likely as high as my own. I'm sorry I've brought such a blight on our family. I thank you for all the opportunities you gave to me, and the times you pushed me to be better. I love you both._

_Please Forgive me_

_Dear Princesses Celestia and Luna,_

_I am—_

_Please, please forgive— have mercy on me_

_Dear Rarity,_

_What I did to you was unspeakable, an act of violence long forgotten to modern society. I've taken you away from everything you had, and everything you ever hoped to achieve. I violated our friendship, which you so generously gave to me. I seek atonement for what I've done, and I won't stop till I've traveled to the ends of Equestria and beyond—_"

* * *

The phrases "I am" and "please forgive" were crossed out. Moreover, the 'd' in 'beyond' was scratched across the page, as if the pen was ripped away. Fluttershy looked up at Applejack.

Applejack waited. For what, she didn't know. For something. Anything, to hear Fluttershy say the words she wanted to hear. After a while, she realized she had to speak. Fluttershy made not a sound.

"Maybe there's hope?" Applejack said, half pleading with herself.

"You don't think she's looking for a way to help Rarity, do you? To bring her back? She's _gone_, Applejack." Fluttershy spat out the word like it tasted of bile. "Both of them. Th-there's no coming back from what happened to her. What happened to us."

Applejack stomped hard. "What happened to us?" she asked the air tersely. Fluttershy flinched, back to herself for a moment. Applejack let the question hang in the air.

Applejack hooved at the ground. "Ah'm sorry, sugarcube. Ah wouldn't know. Ah think if anyone knew a way, it would be Twilight, with all those books she keeps. But now you see what Ah mean? Ah couldn't just tell them what happened. Twilight may still find a way, make everything right, and Ah wouldn't want to jeopardize that. But it doesn't change what she did, and doesn't change what Ah have to risk, so maybe Ah should have. Ah... Ah don't know."

Fluttershy's eyes was cold, and she was silent. She hated in Applejack's indecision, as it reflected her own.

Applejack continued. "The only other person who knows is Spike. Ah thought it would do him good to read this, but he's still…" Her thoughts trailed as she thought of the baby dragon. She briefly wondered if the Lunar Knight's appearance had anything to do with the dragon's direct connection to the princess, but quickly destroyed that thought.

"The odd thing is, Ah haven't told any one of you girls." Applejack tapped her chin. "So yeah, why are Pinkie Pie and Rainbow Dash gone? That's why Ah showed up today. The Cakes haven't seen Pinkie, and are incredibly worried. The weather team is furious Rainbow has left them high and dry. They probably want her grounded for a long time. Do you know anything?"

"I'm sorry, Applejack," Fluttershy turned back to the frogs. "I don't know." She waded out into the bog.

Applejack folded the paper back up and slid it under her hat. "So, what do we tell them?" She asked. The extra kindness she sprinkled in her voice for Fluttershy was nearly gone. "The Lunar Knights?"

Fluttershy was paying her no mind. The frogs just would not listen. They would corral for a few moments, then hop away when Fluttershy turned her gaze. She was visibly irked by this, but pressed on.

Applejack approached the pond's edge. "Fluttershy."

Another frog jumped out of her grasp. She slapped the water with her hoof, causing a frog to jump noisily back out into the pond. The sound sent the others jumping away. Growling to herself, she began her task again. One frog, two frogs—

"Fluttershy, this is important, girl! Do we tell 'em or not?"

She only had a few frogs left. "Come on, my babies," Fluttershy cooed. She made a move for the last of the frogs with her wings, setting them down in front of her. Satisfied, she began counting. Halfway through, Fluttershy heard a loud croak. Looking up, she spotted a huge frog she had missed, his eyes meeting hers. He was perched on a log, and was preparing to jump. Fluttershy froze.

Her voice was barely a whisper, as to not disturb the frogs already there. It skimmed across the pond's still surface to Applejack's ears. "Don't. You. Dare."

The frog let out a giant croak, louder than before, and splashed heavily into the pond, sending out huge ripples. The frogs in front of her jumped away.

Applejack chuckled, but knew this wasn't time for games. "Fluttershy, will you quit messing around and—"

"You! Why, I oughtta—! Ugh!" Fluttershy shouted incomprehensibly and began thrashing her hooves in the water. To Applejack, Fluttershy looked like a filly throwing a tantrum. It may have been endearing if she were one, but Applejack was irritated.

"Fluttershy, Ah'm serious!" Applejack entered the pond, reared up and kicked a huge wave of water at Fluttershy, soaking her. Immediately, she stopped. "Ah want, Ah mean Ah _need_ to hear your thoughts on this, and Ah've been askin' and askin', and you're just playing with those critters over there. Do we put our bits on Twilight or not?"

"You should know what I'm going to say!" Fluttershy growled through gritted teeth.

Even when angered, Applejack barely felt any force exude from the pegasus. She was just too dainty. Even in frustration, Fluttershy can't help but be gentle. "Ah'd like to hear it," replied Applejack.

Fluttershy stomped her hoof, getting herself even more wet. Applejack waited, satisfied she had her full attention. Fluttershy let the question hang in the air for as long as she could. Finally, reluctantly, she answered. "Twilight, of course."

Applejack gave a small smile, but it quickly faded as she continued. "But what should Ah say to the Knights? " Then, she heard it.

"I don't care," Fluttershy said dejectedly, finally collecting herself.

Applejack didn't hear Fluttershy's dismissal. She sensed something in the forest, something huge. She wasn't sure if she heard it or felt it. "Shh, Fluttershy, something's up," Applejack said.

Fluttershy grumbled and went back to the frogs. Applejack froze, her ears straining to hear and her eyes doing her best to see into the trees that surrounded the clearing, trying to find the source of the sound she heard. Fluttershy chose that time to release another exasperated shout, and slam her hooves into the water creating more splashes. The splashes seemed to bounce back off the trees to Applejack, making them sound way too loud. Her eyes widened.

"Shy! Hush!" Applejack said harshly. There were no time for pleasantries.

Fluttershy's head snapped around. "What is it?"

"The forest," Applejack said softly, oblivious to Fluttershy's annoyance. "When did it become so quiet?"

With little warning, Applejack's entire body vibrated with noise. She felt her spine shake as her ears filled with the sound of a beast that couldn't be of Equestria. Ahead of her she could see Fluttershy silently screaming at something behind her, her voice drowned out by the sound. Applejack turned around and was face-to-face with a roaring monster as she had never seen before.

Her mind was racing, trying to figure out what exactly was she looking at. The fear pumping through her wasn't helping in the slightest. She only had enough time to think to herself that this _thing_ was way too big to be a manticore when it lunged forward, catching Applejack off guard. It reached out with one of its many claws and sent Applejack airborne with a vicious swipe.

The earth and sky became a whirlwind of color. Her hat flew off as she flew past a yellow blur and skipped across the top of the shallow waters of the bog before hitting a tree on the other side. Immediately she scrambled to stand up. Her sides hurt, but Applejack was more dizzy than anything. She thanked Celestia that she was an Earth pony, or else that may blow could have been the end of her.

Fluttershy continued to scream as Applejack tried to collect herself and shook her head. Looking up, what had struck her slowly came into focus. From the distance, it looked like a huge stallion, several times larger than Big Macintosh. Its head was equine-esque, but it's patches of dead skin and numerous forelimbs made it something else entirely. Its lumbering conveyed a deep hunger, and it was closing in on Fluttershy.

Wasting no time, Applejack got up and galloped as hard as she could, fighting the splashes from the bog that lapped at her underbelly. The blow still had her head spinning, and she had fight herself to keep as straight a line as possible. The creature was closer than her to Fluttershy, but its gait slowed it considerably; she could tell all of its speed was in its arms' dexterity. As she ran, she saw it rear up, and open its gaping maw.

Applejack got as close as she could in the time she had, and leapt at Fluttershy. Her strength from years of applebucking sent her soaring through the air, shoving Fluttershy out of the way. She swore she could feel the monsters breath like a blow to the face as she passed under its bite.

She hit the ground and skid to a halt, immediately feeling the impact from where the beast's deformed snout struck with the ground. She didn't look back to see how hurt it was, instead electing to make sure Fluttershy was ok. Fluttershy rolled to a stop a ways in front of her, dizzy but unharmed.

"Run, girl! Get up and outta here!" Applejack shouted.

Fluttershy rose, shaking worse than she ever had in her life. She'd never had such a close brush with death.

"Fluttershy, please! Run!" Applejack tried again.

Shaking her head, Fluttershy blinked once, and caught Applejack's eyes. Her fear scared Applejack almost more than the beast. She looked as if to say something, but nothing came out. She turned, and disappeared into the forest.

Before she had a chance to stand up, Applejack felt a claw grip her hind leg. One of the beast's grotesquely lanky griffon-like arms had her. She was dragged backwards, hooves leaving deep grooves in the dirt, and was soon airborne again. The beast pulled her in an arc, and slammed her into the ground. The air rushed out of Applejack, who was thankful she passed on breakfast. Before she had time to think anything else she was off the ground again.

The second blow gave her double vision. Her teeth painfully smashed together as she felt every bone in her body vibrate from impact. She tried to move, but the beast roared and she was slammed her again.

On the way down, Applejack braced herself. She landed on her back facing the creature, and instinctively curled in her free leg. Sure enough, it leaned in, convinced its prey was out cold by now.

It opened its maw, revealing rows and rows of teeth like knives, its saliva sloshing around as it anticipated its meal. Gobs of it spilled out of the creature's mouth and dripped onto Applejack. Its breath was almost worse than the library. _This beast wants meat_, Applejack thought, but she wasn't inclined to give it any.

"Big mistake!" she shouted. Her leg shot forward like a train's piston into the bottom jaw of the creature with a satisfying crunch. The beast's head whipped back on its thick neck, sending spit flying. It flipped over onto its back from the force of the kick, and howled, writhing in pain. It flailed about, slamming its bevy of claws into the ground creating divots and sending up soil, but it stayed down.

"You must've never tried to tangle with a real earth pony before," Applejack taunted, breathing heavily. Satisfied, she stood, hearing several of her joints crack. She could feel that her insides were sore, and that she would be out for at least a week of applebucking, but she had her life and had saved Fluttershy's.

She looked over the beast while it thrashed. Its multiple arms all spawned from fleshly lumps where its forelimbs should be. Its body had dead and diseased skin with bits hanging loosely, and on its head, she could see the muscles and moving beneath the holes in some spots. From where she stood, it looked as the other side of the beast's face was horribly deformed. She walked around to try to get a better view.

As the beast's spasms began to die, the beast's wound came into full view. Applejack gagged. Half of the beasts face was a crater. Something had blown out the left side of its head. Above the jaw, a gaping hole of charred flesh yielded a cross section of twisted flesh, oozing a pale fluid. Strings of skin that remained flapped like streamers. She thought she saw it's brain through a smaller hole in the cranium.

She sucked in a quick, deep breath. _That thing shouldn't even be alive._

She averted her gaze, and spotted her hat resting in the bog. The frogs had long since abandoned the clearing, leaving the hat floating on the still waters. Walking past the squirming, shrieking creature into the shallows, she retrieved it, wrung it out, and replaced it on her head. Before turning back, she heard another gut-shaking roar, several thumps, and turned just in time to see the beast run into the forest.

"Horse apples!" It was the same spot where she had saw Fluttershy disappear into. Instantly, she was on the chase. I_f that thing catches Fluttershy—!_. Applejack disappeared into the treeline, leaving the bog, hoping she'd never have to find out.

Trees raced past Fluttershy's vision as she ran through the woods. She was nowhere near a path, just running in one direction as fast as her weak legs could take her. Branches whipped her face as she stumbled through the brush, causing her to flinch. The canopy kept everything dim, despite her being sure it was still before noon.

She was lost. For all she knew she was running further and further into the forest, eventually trapping herself and letting that beast get her, or any of the numerous creatures that resided in its depths. Encountering a manticore or a hydra would only make this waking nightmare worse.

Hitting a clearing, Fluttershy's eyes were hit with the bright light of the sun, causing her to instinctively raise a hoof to shade her eyes. As her body leaned to land on the raised hoof, she tripped. She tumbled a few times and landing awkwardly. Quickly she pulled herself together and dashed across the open space to the trees on the other side, hiding behind one.

She drank the air into her lungs, trying her best to hear any signs of danger. Her wings were flared, letting off as much body heat as she could. Seconds passed and as her pulse slowed, she could hear the forest buzzing softly. Not as loud as before, but enough to giver her some comfort.

_Maybe the beast got lost? Maybe It's still fighting Applejack?_ She gasped. _Maybe it's eating Applejack!_ The very thought made Fluttershy physically sick, tearing up at the thought of losing yet another friend.

She knew creatures of the forest rarely chose ponies for snacks (and she couldn't remember a time when one was ever successful, even the mighty hyrdae), but that beast was unlike anything she had ever seen in the forest, or even heard of existing. She noticed its malnourished skin and horrific head wound as soon as she saw it, but her empathetic connection to animals was dead to that creature. Her nightmares couldn't have conjured such a monster; in her wildest dreams she couldn't imagine caring for it. The dragons she feared had nothing on that abomination. At least they were sentient.

Wiping her face, she walked back into the clearing and looked around. It was a very tranquil meadow with small, soft hills. It was the kind of place she would visit to meet with the critters of the forest, the ones who didn't want her for lunch. Pockets of flowers flourished all around. The whole place had a warm glow.

A long-dead tree was in the center of the meadow, surrounded by several yards of dirt, as if the forest shunned it away from its healthier specimens. It possessed horrible scorch marks along the bark, and a sudden end to the trunk several stories up. Above its highest branches there was a clear shot of the sky. Fluttershy wondered how such a tree with such ample room to grow had been robbed of life.

Looking up at the sky was like seeing a sea above the forest, a forest she desperately needed to leave. Fluttershy felt like she could fall right in if she wasn't careful. She found the sun. She had lost track of time, but unfortunately the sun's position did nothing for her. She spread her wings, and ascended, leaving the ground behind on muted wing flaps.

Fluttershy cleared the canopy of the forest to a welcoming sight. In front her, still a ways away, was the end of the forest. Beyond that, in a soft haze of colors, lay Ponyville. She had been running towards the town at a angle, but was closer than she dared hope. It was still too far for her to fly the rest of the way, but she was faster on hoof anyways.

She smiled, embracing the moment of hope in the grimness of the— she checked the sun— morning. Maybe she would be able to wake up soon, and pretend this never happened.

The tranquility was ruined with a shout from below.

"Move it, Fluttershy!"

Fluttershy had never heard Applejack's voice had so full of panic. She looked down, and almost fainted. On the ground, she could see Applejack in a full sprint breaking the tree line of the clearing, but directly underneath her, ascending the tree to meet her with a low rumble, were the jaws of the beast. Several rows of teeth shined in the sunlight, and several gangly arms ending in claws reached out to her, too many to count in the heat of the moment. She squeaked, choking on the fear.

Down below, Applejack thought quick, and never stopped running. She approached the dead tree in a full sprint, hoping this would work.

To Applejack, an earth pony's four hooves belonged to the ground, but Fluttershy was more important than that. She jumped as hard as she could to the highest branch she could reach, letting instinct carry her. Feeling a sturdy branch under her hind hooves, she thanked Celestia and braced her forelimbs against the trunk before pushing off again to the next highest branch, quickly gaining on the monster.

Collecting herself, Fluttershy began to flap away from the tree. The beast occasionally lost ground when hollow branches gave away, but was already near the top, and she could see its massive hind legs preparing for a jump. Try as she might, she knew her wingpower would not put her out of its range. The beast was a big cat, and Fluttershy was a hopeless canary begging to become food.

It roared, and lunged. The tree swayed heavily, almost shaking Applejack from her place and causing her to brace herself, losing time. Fluttershy had nowhere to go. Her wings froze up, and she began to fall. She watched the beast fill her vision, it's multiple arms spread out to grab her. She closed her eyes, the wind whipping the tears from her face.

As the tree swung back around, Applejack harnessed the momentum and launched herself after the beast. The tree propelled her faster than the monster could ever hope to jump, and she quickly gained on it. Taking a page from Rarity, she extended her leg in the form of a vicious kick, and tried to make her body as aerodynamic as possible.

Fluttershy wondered what would Applejack think of her when, after this beast devoured her, she visited her abandoned house to collect her things. She wondered what Applejack would feel, finding her secret. The thought almost caused Fluttershy grief, but at that point, though, it wouldn't matter.

Fluttershy never felt the jaws close around her.

Applejack violently connected with the beast's side, knocking it just enough out of it's trajectory to miss Fluttershy with its mouth. It's arms swiped uselessly at the pegasus, suddenly off course from its prey. Applejack was in top form, her face in a tight snarl, and doing her best to plow through the abomination to the other side.

As Fluttershy fell, the beast passed above her. She couldn't help but break into a smile as Applejack soared above her. She was so happy that, of all her friends, Applejack was still with her. Her smile quickly became a grimace as a stray arm reached out, and a talon made contact with her wings. The pain almost blacked out Fluttershy, and the blow sent her into a spiral. Applejack watched as she tumbled out of view below.

Applejack found herself way higher than she expected. Out of the corner of her vision she could see the monster fly way off target and into the trees. She began to flail, her hat flying away as gravity reclaimed what belonged to it. Her momentum rotated her view towards the ground, which was all too eagerly trying to embrace her. Her earth pony strength wasn't going to protect her already strained bones from this height.

A few breathless seconds later she felt a sudden jerk and a much kinder embrace. She looked down to see yellow hooves holding her, and looked up to see Fluttershy struggling to carry her. If there was any wind left in her, she would have whooped at the sight. They coasted to the tree line opposite the beast, and crashed landed, tumbling over themselves.

Applejack was first to recover, stood up, and looked herself over. Despite the ugliness of the landing, she was still alive, and able to walk. Her muscles screamed obscenities at her, but she had to ignored them. She spotted her hat a few steps away, and snatched it up. She looked over Fluttershy, who was slowly rising.

She looked hurt, with scratches all over. Her fur was clumped with patches of dirt and dust. A wing hung limply to her side but, to Applejack's knowledge, it didn't look broken. Fluttershy sat on her haunches, coughing hard.

Applejack walked over and yanked her into a tight hug, taking care to mind her wing. Fluttershy hung limp in her arms, caught off guard. Applejack nuzzled her deeply then released her, and smiled. Fluttershy collected herself and, after a while, smiled too.

She cried. "I'm sorry."

She smiled. "Ah know."

An earth-shaking roar filled filled the forest. Thunder claps sounded as trees were broken aside. Giant choked footsteps were nearing, beating an odd meter into the earth.

Looking over, Applejack could see the beast almost upon them, only a few steps away. She only had enough time to push Fluttershy away and cock her legs before the beast was upon them. A swift kick deflected the monster away from them. It kept running, its momentum carrying it a couple paces. She turned to face it, placing herself between it and Fluttershy, who was crawling along the ground away from the monster. Before the beast could correct its path, she kicked again.

The arms hit by the repeated strikes were writhing in pain, like a dying spider. The beast roared at Applejack. She stood her ground.

"Now git, Fluttershy!"

Fluttershy scrambled to her hooves, and took off for Ponyville, breaking the tree line. The beasts' eyes followed. It saw what it needed to see: the slight limp, the hanging wing, the frail body. It made a lunge for her past the orange, rigid, frustrating pony.

Applejack side stepped and planted another kick to the intact side of the creatures' face. She felt something shift beneath her hooves as her blow knocked the creature on its side yet again, more arms broken and squirming on its upturned side. Its thick hind legs kicked at the ground, slowly spinning itself and moving chunks of earth. It thrashed about like a wounded animal, and howled at Applejack for letting its meal escape.

Paying no mind to its screams, Applejack ran over to it before it could recover. Three of its five arms on its exposed side flailed uselessly at her, broken in various places. Its two others pawed at the ground, trying to bring the creature back to its feet.

Applejack gave it a swift kick to its face, feeling bones crunch. She thought she shouted something, but she was too in the moment to hear what it was. The beast instinctively swiped at her, catching her off guard and sending her careening into tree nearby.

Still, she slowly rose. She knew Fluttershy only had so long to get to the town, and hopefully she'd warn everyone. She had to buy her all the time she could. In front of her, the beast rose as well. It reached around itself with several good arms, and audidiably reset its damaged limbs back into place with several loud cracks. The roar from its pain and frustration shook Applejack's insides, and she gulped. She said a quick prayer to Celestia, hoping she could afford the miracle she was buying. Yanking her hat down, she crouched, prepared to do what she could.

The beast wasted no time, and moved for the treeline.

"Oh, no you don't!" shouted Applejack as she charged. Throwing her weight into its side, she found the beast much more sturdy than she anticipated. It had to catch itself, but immediately grabbed Applejack with a couple of talons and slammed her on the ground in front of it. The blow knocked the wind out of her, and she struggled to get free. Using two more of its talons, it pinned all of Applejack's legs down.

The beast roared. Saliva and blood trickled down like plasma from its gaping mouth onto Applejack's belly, matting up her fur and ruining her coat. She struggled to get free, but she smelled her death. Despite the situation, she couldn't help but laugh imagining how Rarity would react in if she was in her horseshoes.

She could feel her rear left legs being cut into from the sharp talons, their grip like a vice. She had to have been bleeding by now, but should couldn't give in. She fought through the increasing pain, her mind and mouth screaming incoherently against the beast. She fortified herself, preparing for whatever the abomination had in mind for her.

She wasn't prepared for the beast to lazily toss her over its back. Flipping a couple times in the air, Applejack landed in a heap in a tangle of limbs, as the beast resumed its pursuit out of the forest.

Applejack lay on her back, catching her breath, staring at the sunbeams piercing the canopy. She was stiff, and her breathing was ragged, but she had her life. That wasn't wright. She had expected a thrashing.

She blinked. "What the hay?" But she didn't have time to ponder. She sprung to her hooves and began running.

In front of her, the beast was making its way through the trees, mostly by knocking them over and snapping their trunks. Applejack thanked her stars she was built out of stronger stuff. She used the path it was creating to catch up. Shortly, she was right behind it.

"Hey you ugly brute!" Applejack shouted, sure she was destroying her voice. "Hey, you stay away from 'Shy, you hear?"

The beast glanced over its back, spotting the pursuing pony. It half-heartedly flung one of its useless limbs at her. It flung awkwardly, not getting anywhere near Applejack. It looked forward and continued its trek to Ponyville.

Applejack's paced slackened, trying to work out the beast's angle. Still determined, she broke off the path and starting running alongside it through the trees.

Applejack plowed through the underbrush, electing to ram most of the brush out of her way. The situation was too urgent for anything less. _This monster can't reach Fluttershy, I have to stop him. But he's too big, I'm going to have my morning oats beaten out of me before I can stop this thing. At least he seems pissed off enough to ignore me._

As the beast's loud trek through the forest started to quiet behind her, Applejack began to drift over into its lane. As she ran, she was scanning all around her for the best place for her to hold her ground. She hoped Fluttershy was running for help, but something told her it was unlikely.

Eventually she lucked out and found and adjacent path. Following it, she jumped a log and dodged a tree, and through the dim light finally saw what looked liked a clearing ahead of her. Her heart leapt, and she surged forward.

Breaking into the light, she could feel the sun's rays on her, a comforting glow. As her eyes adjusted, however, her heart sank. She looked out in front of her, and she almost fell to her knees. In front of her, in the valley, was Ponyville

"How the... I'm back?" She had broken the tree line, and found her self only a little ways down from where Fluttershy and herself had entered the forest earlier today. She looked up at the sun, which was still rising into the sky. "It's _still_ morning?" She said with an exasperated shout.

Applejack strained her eyes, but she could catch no glimpse of a pink mane running towards the town. Ponyville looked incredibly placid, like it looked every day. She couldn't see any sign of trouble. "Well, Ah guess that's not exactly a bad thing," she said to herself. She racked her brain for a solution to the monster. "Ah wonder if the Lunar Knights can—" She heard a tree trunk whiz past her, flying down into the valley in front of her. It struck the ground, creating a wave of soil.

Applejack only had a second to feel the ground tremble beneath her hooves before her world exploded. The ground beneath her erupted. She went airborne, joined by trees and chunks of earth. Her ears were pierced with a horrible sound, like the cry of a newborn colt, but hideously distorted as if impossibly old and cruelly tortured . Her insides shook.

She was sure she was still rising when hit the ground. Sprawled in a heap, she looked up to see the beast walking past her. It stepped over her, its ten forelimbs moving in a hypnotic rhythm, with its massive hind legs thundering over her.

She called out to it. "You better... stop right there you... m-monster." Her voice frightened her; she couldn't hear it. _Wait, is that my voice? It's so... weak..._

The beast reared up on its hind legs, and flared out it's seven unbroken arms and roared again. Following it's gaze, she noticed it had seen Ponyville.

"No! " She strained with all her might to be noticed. "Stop, leave them alone!" Her mind went out to the girls. Pinkie Pie. Rarity. Rainbow Dash. Twilight Sparkle. They were gone, Fluttershy was out of her mind, and no one in town had any idea what was coming or how to protect it. She was crying. "Leave mah home alone! Take me instead, just leave them!"

The beast ignored her, and began its descent down the hill towards the town. She could do no more in her current state. Her eyes were heavy, and Applejack shut them. She was too sore to stand up, so she laid there. There was nothing she could do now, and did what her body demanded of her. She closed her eyes, hoping that when they open there would still be a town to save.

Applejack passed out, as the ground beneath her rumbled with hunger.


End file.
